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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ORACLE SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 94-2871189
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
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<TABLE>
<S> <C>
500 Oracle Parkway
Redwood City, California 94065
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(Address of principal executive offices) (Zip Code)
</TABLE>
Securities to be registered pursuant to
Section 12(b) of the Act:
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<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On December 3, 1990, the Board of Directors of Oracle Systems
Corporation (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $0.01
per share (the "Common Shares"), of the Company. The dividend was paid to
stockholders of record on December 31, 1990 (the "Record Date"). The
description and terms of the Rights were set forth in a Rights Agreement dated
December 3, 1990 (including all amendments thereto, the "Rights Agreement"),
between the Company and Bank of America, N.T.&S.A. ("Bank of America"), as
Rights Agent (the "Rights Agent"). Subsequently, the Company appointed Harris
Trust Company of California as the successor Rights Agent to Bank of America.
Pursuant to the terms of the Rights Agreement, if certain events related to an
unsolicited takeover attempt occurred, each Right entitled the registered
holder to purchase from the Company one two-thousandth (adjusted to reflect a
2-for-1 stock split of the Company's Common Shares), of a share of Series A
Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred
Shares"), of the Company, at a price of $30.00 per one two-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. On January 10,
1994, the Company's Board of Directors approved Amendment Number One dated
February 25, 1994 (the "Amendment") to the Rights Agreement, pursuant to which
the Purchase Price was increased to $125.00 per one two-thousandth of a
Preferred Share.
Until the earlier to occur of (i) 10 days following a public
announcement or disclosure that a person, or group of affiliated or associated
persons (an "Acquiring Person"), has acquired beneficial ownership of 20% or
more of the outstanding Common Shares (the date of such announcement or
disclosure being the "Shares Acquisition Date") or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any person becomes an Acquiring Person) following the
announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of such outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificates with a copy of a Summary of Rights
attached thereto.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date, upon
transfer or new issuance of Common Shares, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares outstanding as of the Record Date, even
without such notation or a copy of the Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
as of the Close of Business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
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The Rights Agreement provides that (i) neither Lawrence J.
Ellison ("Ellison"), Robert N. Miner ("Miner"), nor any affiliate or associate
of Ellison or Miner, shall be or become an Acquiring Person on account of the
beneficial ownership of Common Shares of the Company by any of them, so long as
Ellison and Miner, and their affiliates and associates, do not, in aggregate,
beneficially own more than forty-six percent (46%) of the Common Shares of the
Company then outstanding, (ii) Ellison, and his affiliates and associates,
shall not be or become an Acquiring Person on account of the beneficial
ownership of Common Shares of the Company by any of them, so long as Ellison
and his affiliates and associates do not, after December 3, 1990, acquire from
any third party other than the Company, in the aggregate, beneficial ownership
of more than an additional 1% of the Company's Common Shares, and (iii) the
announcement by Ellison or Miner, or any affiliate or associate of Ellison or
Miner, of an intention to make a tender offer or exchange offer will not cause
a "Distribution Date" unless the consummation of such offer would result in the
beneficial ownership of 46% or more of the Company's outstanding Common Shares
by Ellison and Miner, together with their affiliates and associates.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on December 3, 2000 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
two-thousandths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares occurring, in any such case, prior to the Distribution
Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a quarterly
dividend payment of 2,000 times the dividend declared per Common Share. In the
event of liquidation, each Preferred Share will be entitled to a $2,000
preference, and thereafter the holders of the Preferred Shares will be entitled
to an aggregate payment of 2,000 times the aggregate payment made per Common
Share. Each Preferred Share will have 2,000 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged,
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each Preferred Share will be entitled to receive 2,000 times the amount
received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one two-thousandth interest in
a Preferred Share purchasable upon exercise of each Right should approximate
the value of one Common Share.
In the event that, after the Distribution Date, the Company is
acquired in a merger or other business combination transaction or 50% or more
of its consolidated assets or earning power are sold, proper provision will be
made so that each holder of a Right, other than Rights beneficially owned by an
Acquiring Person, will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the acquiring company which at the time of such transaction
will have a market value of two times the exercise price of the Right. In the
event that any person becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right. If the Company does not
have authorized but unissued Common Shares sufficient to satisfy such
obligation to issue Common Shares, the Company is obligated to deliver upon
payment of the exercise price of a Right an amount of cash or other securities
equivalent in value to the Common Shares issuable upon exercise of a Right.
At any time after any person becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one Common Share, or one
two-thousandth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued
(other than fractions which are integral multiples of the one one-thousandth of
a Preferred Share, which may, at the election of the Company, be evidenced by
depository receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading day prior
to the date of exercise.
At any time prior to the earlier of (i) the Close of Business
on the tenth day following the Shares Acquisition Date, or such later date as
may be determined by the Board of Directors, and (ii) the expiration date of
the Rights, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $0.0005 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price. Notwithstanding any
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other provision of the Rights Agreement, if, at any time after the Shares
Acquisition Date, a majority of the members of the Board of Directors are
persons who were not members of the Board immediately prior to the Shares
Acquisition Date, then, from and after such time, the Rights may not be
redeemed. Additionally, the Rights shall not be exercisable for Common Shares
by a person becoming an Acquiring Person, until the Company's right to redeem
the Rights has terminated.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as the period for redemption of the Rights
has expired, no such amendment may adversely affect the interests of the
holders of the rights (other than an Acquiring Person).
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
As of November 30, 1993, there were approximately 290 million
shares of the Company's Common Stock outstanding. As long as the Rights are
attached to the Common Shares, one additional Right shall be deemed to be
delivered for each Common Share issued or transferred by the Company in the
future, including but not limited to Common Shares issuable upon exercise of
options granted by the Company. Two hundred thousand Preferred Shares are
reserved for issuance upon exercise of the Rights, such number to be subject to
adjustment from time to time in accordance with the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on a substantial number of Rights
being acquired. The Rights do not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company as described above.
The (i) Rights Agreement between the Company and the Rights
Agent, which includes as Exhibit A the Certificate of Designations of Series A
Junior Participating Preferred Stock and as Exhibit B the form of Rights
Certificate and (ii) Amendment Number 1 to the Rights Agreement specify the
terms and conditions of the Rights, and are attached hereto as Exhibits 1 and 2
and incorporated herein by reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety by reference
to the following Exhibits.
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ITEM 2. EXHIBITS.
1. Rights Agreement dated December 3, 1990 (the "Rights Agreement"),
between Oracle Systems Corporation and the Bank of America, N.T.&S.A.,
which the Form 8-A filed is incorporated by reference to the Form
8-A filed with the Exchange Commission (the "SEC") on December 10,
1990. The Rights Agreement includes as Exhibit A the Certificate of
Designations of Series A Junior Participating Preferred Stock and
as Exhibit B the form of Rights Certificate. The Rights Certificate
will not be distributed until after the Distribution Date (as that
term is defined in the Rights Agreement).
2. Rights Agent Agreement dated August 1, 1991 between Oracle Systems
Corporation and Harris Trust Company of California.
3. Amendment Number One dated February 25, 1994, to the Rights Agreement.
4. The following documents, which, together with the Certificate of
Designations of Series A Junior Participating Preferred Stock,
comprise the Company's Certificate of Incorporation, are hereby
incorporated by reference: (i) Restated Certificate of
Incorporation filed with the Secretary of State of Delaware on
March 12, 1987 and incorporated by reference to the Form S-1 filed
with the SEC on March 27, 1987 (File No. 33-12941); (ii) Amendment
to Certificate of Incorporation filed with the Secretary of State
of Delaware on December 3, 1987 and incorporated by reference to
the Form 10-K filed with the SEC on August 26, 1988 (File #0-
14376), (iii) Certificate of Amendment of Certificate of Incorpora-
tion filed with the Secretary of State of Delaware on June 16,
1989 and incorporated by reference to the Form 10-K filed with the
SEC on August 25, 1989 (File #0-14376); and (iv) Certificate of
Amendment of Certificate of Incorporation filed with the Secretary
of State of Delaware on November 4, 1994 and incorporated by
reference to the Form 10-Q filed with the SEC on January 12, 1994
(File #0-14376).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: February 25, 1994
ORACLE SYSTEMS CORPORATION
By: /s/ Jeffrey O. Henley
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Jeffrey O. Henley
Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
1 Rights Agreement dated December 3, 1990 (the
"Rights Agreement"), between Oracle Systems
Corporation and the Bank of America, N.T.&S.A.,
which is incorporated by reference to the Form 8-A
filed with the Securities and Exchange Commission
(the "SEC") on December 10, 1990. The Rights Agreement
includes as Exhibit A the Certificate of Designations
of Series A Junior Participating Preferred Stock and
as Exhibit B the form of Rights Certificate.
2 Rights Agent Agreement dated August 1, 1991 between
Oracle Systems Corporation and Harris Trust Company
of California.
3 Amendment Number One dated February 25, 1994, to the
Rights Agreement.
4 The following documents, which, together with the
Certificate of Designations of Series A Junior
Participating Preferred Stock, comprise the Company's
Certificate of Incorporation, are hereby incorporated
by reference: (i) Restated Certificate of Incorporation
filed with the Secretary of State of Delaware on March 12,
1987 and incorporated by reference to the Form S-1 filed
with the SEC on March 27, 1987 (File No. 33-12941);
(ii) Amendment to Certificate of Incorporation filed
with the Secretary of State of Delaware on December 3,
1987 and incorporated by reference to the Form 10-K
filed with the SEC on August 26, 1988 (File #0- 14376),
(iii) Certificate of Amendment of Certificate of
Incorporation filed with the Secretary of State of
Delaware on June 16, 1989 and incorporated by reference
to the Form 10-K filed with the SEC on August 25, 1989
(File #0-14376); and (iv) Certificate of Amendment of
Certificate of Incorporation filed with the Secretary of
State of Delaware on November 4, 1994 and incorporated
by reference to the Form 10-Q filed with the SEC on
January 12, 1994 (File #0- 14376).
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EXHIBIT 2
RIGHTS AGENT AGREEMENT
THIS RIGHTS AGENT AGREEMENT (this "Agreement") dated as of
August 1, 1991 is between Oracle Systems Corporation, a Delaware corporation
(the "Company") and Harris Trust Company of California ("Harris Trust").
R E C I T A L S
A. The Company entered into a Rights Agreement dated as
of December 3, 1990 (as amended, the "Rights Agreement"), with Bank of America,
N.T.&S.A. ("Bank of America"), as Rights Agent.
B. Pursuant to Section 21 of the Rights Agreement,
effective August 1, 1991, the Company removed Bank of America as Rights Agent
and appointed Harris Trust as the successor Rights Agent.
A G R E E M E N T
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. Appointment. The Company hereby appoints Harris
Trust to act as Rights Agent under the Rights Agreement until such time as the
Rights Agreement is terminated or Harris Trust resigns or is removed as Rights
Agent pursuant to Section 21 of the Rights Agreement.
2. Duties and Responsibilities. Harris Trust hereby
accepts the duties and responsibilities of Rights Agent as set forth in the
Rights Agreement and agrees to comply with the terms and conditions contained
in the Rights Agreement.
3. Successors. All of the provisions of this Agreement
by or for the benefit of the Company or Harris Trust shall bind and inure to
the benefit of their respective successors and assigns hereunder.
4. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, then such term,
provision, covenant or restriction shall be enforced to the maximum extent
permissible, and the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
5. Governing Law. This Agreement shall be deemed to be
a contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed
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in accordance with the laws of such state applicable to contracts to be made
and performed entirely within such state.
6. Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
ORACLE SYSTEMS CORPORATION
By: /s/ Jeffrey O. Henley
------------------------
Its: Executive Vice President
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HARRIS TRUST COMPANY OF CALIFORNIA
By: /s/ M. Valoise Douglas
----------------------
Its: Vice President
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EXHIBIT 3
AMENDMENT NUMBER ONE
TO
RIGHTS AGREEMENT
Amendment Number One, dated as of February 25, 1994 (the
"Amendment"), to Rights Agreement dated as of December 3, 1990 (the "Rights
Agreement"), between Oracle Systems Corporation, a Delaware corporation (the
"Company"), and Harris Trust Company of California (the "Rights Agent").
R E C I T A L S
A. Section 27 of the Rights Agreement permits the
Company to amend the Rights Agreement as contemplated by this Amendment.
B. In accordance with Section 21 of the Rights
Agreement, on August 1, 1991, the Company removed Bank of America, N.T.& S.A.
as Rights Agent under the Rights Agreement and appointed Harris Trust Company
of California as the successor Rights Agent.
A G R E E M E N T
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:
Section 1. Section 1(a)(B) of the Rights Agreement is amended
to read in full as follows:
"(B) Ellison, and his Affiliates and Associates,
shall not be or become an Acquiring Person on account of the beneficial
ownership of Common Shares of the Company by any of them, so long as Ellison,
and his Affiliates and Associates (other than the Company and entities named in
clauses 1(a)(ii)-(iv) above) do not, after the date hereof, acquire from any
third party other than the Company, in the aggregate, beneficial ownership of
more than an additional 1% of the Company's Common Shares then outstanding;"
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Section 2. Section 7(b) of the Rights Agreement is amended to
read in full as follows:
"(b) The Purchase Price for each one one-thousandth
of a Preferred Share pursuant to the exercise of a Right shall initially be
$250 (the "Purchase Price"), shall be subject to adjustment from time to time
as provided in Sections 11 and 13 hereof (including, without limitation,
adjustment for the 2-for-1 stock split of the Common Shares approved in October
1993) and shall be payable in lawful money of the united States of America in
accordance with paragraph (c) below."
Section 3. All other terms of the Rights Agreement shall
remain in effect, and all references in the Rights Agreement to the Rights
Agreement shall refer to the Rights Agreement, as amended by this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year first
above written.
Company:
ORACLE SYSTEMS CORPORATION
Attest:
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<S> <C>
By /s/ Keith B. San-Felipe By /s/ Jeffrey O. Henley
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Title Manager of Treasury Operations Title Executive Vice President
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Rights Agent:
HARRIS TRUST COMPANY OF
CALIFORNIA
Attest:
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<S> <C>
By /s/ Michael O. Godecke By /s/ M. Valoise Douglas
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Title Assistant Vice President Title Vice President
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