<PAGE> 1
As filed with the Securities and Exchange Commission on April 29, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORACLE SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-2871189
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
500 Oracle Parkway
Redwood City, California 94065
(Address of Principal Executive Offices Including Zip Code)
1991 LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
Raymond L. Ocampo, Jr.
Senior Vice President, General Counsel & Secretary
Oracle Systems Corporation
500 Oracle Parkway
Redwood City, California 94065
(Name and address of agent for service)
(415) 506-7000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Per Aggregate Offering Registration
Be Registered Registered Share(1) Price(1) Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(2) 8,000,000 $29.9375 $239,500,000 $82,586.79
=========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(h) and 457(c) under the Securities Act of
1933 and based upon an average of the high and low prices reported on
the NASDAQ National Market System on April 28, 1994.
(2) The securities include certain rights associated with the Common Stock
issued pursuant to the Rights Agreement dated December 3, 1990, as
amended on January 24, 1994.
Page 1 of 15 Pages
Exhibit Index at Page 9
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
1. The Registrant's latest annual report, as amended, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed (the "Annual Report").
2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Annual Report.
3. The descriptions of the Registrant's Common Stock and of
certain rights associated with such Common Stock (the "Rights")
contained in the Registrant's registration statements filed with the
Commission under Section 12 of the Exchange Act on April 2, 1986 (with
respect to the Common Stock) and on December 10, 1990 (with respect to
the Rights), including any amendments or reports filed for the purpose
of updating such descriptions.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF EXPERTS AND NAMED COUNSEL.
As of March 31, 1994, attorneys of the Venture Law Group
performing services with respect to this Registration Statement beneficially
owned approximately 13,250 shares of the Registrant's Common Stock.
II-1
Page 2 of 15 Pages
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, the Registrant's Restated Certificate of Incorporation
includes a provision that eliminates the personal liability of each of its
directors for monetary damages for breach of such director's fiduciary duty as
a director, except for liability: (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders; (ii) for acts of omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law; (iii) under Section 174 of the Delaware General Corporation Law; or
(iv) for any transaction from which the director derived an improper personal
benefit. The director's liability will be further limited to the extent
permitted by any future amendments to the Delaware General Corporation Law
authorizing the further limitation or elimination of the liability of
directors.
In addition, as permitted by Section 145 of the Delaware
General Corporation Law, the Bylaws of the registrant provided that: (i) the
Registrant is required to indemnify its directors, officers and employees, and
persons serving in such capacities in other business enterprises (including,
for example, subsidiaries of the Registrant) at the Registrant's request, to
the fullest extent permitted by Delaware law, including those circumstances in
which indemnification would otherwise be discretionary; (ii) the Registrant is
required to advance expenses, as incurred, to such directors, officers and
employees in connection with defending a proceeding (except that it is not
required to advance expenses to a person against whom the Registrant brings a
claim for breach of the duty of loyalty, failure to act in good faith,
intentional misconduct, knowing violation of the law or deriving an improper
personal benefit); (iii) the rights conferred in the Bylaws are not exclusive
and the Registrant is authorized to enter into indemnification agreements with
such directors, officers and employees; (iv) the Registrant is required to
maintain director and officer liability insurance to the extent it determines
that such insurance is reasonably available; and (v) the Registrant may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, officers and employees.
The Registrant has entered into indemnification agreements
with its directors and officers containing provisions which provide for the
indemnification of such director or officer, as applicable, to the fullest
extent permitted by Delaware law.
The indemnification provisions in the Bylaws, and any
indemnity agreements entered into between the Registrant and its directors or
officers, may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-2
Page 3 of 15 Pages
<PAGE> 4
ITEM 8. EXHIBITS.
Exhibits are as set forth in the Exhibit Index.
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(c) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's Annual Report that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that
II-3
Page 4 of 15 Pages
<PAGE> 5
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant, will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, Oracle Systems Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Redwood City, State
of California, on April 28, 1994.
ORACLE SYSTEMS CORPORATION
By /s/ Jeffrey O. Henley
---------------------
Jeffrey O. Henley
Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Raymond L. Ocampo, Jr. and Thomas Theodores, and each of them, as
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendment to this registration statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting to said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact or any
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
II-4
Page 5 of 15 Pages
<PAGE> 6
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
Principal Executive Officer:
/s/ Lawrence J. Ellison President, Chief April 28, 1994
- --------------------------------- Executive Officer
Lawrence J. Ellison and Director
Principal Financial Officer:
/s/ Jeffrey O. Henley Executive Vice President April 28, 1994
- ---------------------------------- and Chief Financial Officer
Jeffrey O. Henley
Principal Accounting Officer:
/s/ Thomas A. Williams Vice President and April 28, 1994
- -------------------------------- Corporate Controller
Thomas A. Williams
Directors:
/s/ James A. Abrahamson Chairman of the Board April 28, 1994
- ------------------------------- of Directors
James A. Abrahamson
/s/ Donald L. Lucas Director April 28, 1994
- ------------------------------------
Donald L. Lucas
</TABLE>
II-5
Page 6 of 15 Pages
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Joseph B. Costello Director April 28, 1994
- ------------------------------------
Joseph B. Costello
/s/ Delbert W. Yocam Director April 28, 1994
- ---------------------------------
Delbert W. Yocam
</TABLE>
II-6
Page 7 of 15 Pages
<PAGE> 8
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
June 25, 1993 included in Oracle Systems Corporation's Annual Report on
Form 10-K for the fiscal year ended May 31, 1993.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
San Jose, California
April 29, 1994
II-7
Page 8 of 15 Pages
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
<S> <C> <C>
4.01 (1) Registrant's Restated Certificate of
Incorporation, filed with the Secretary
of State of Delaware on March 12, 1987. --
4.02 (2) Certificate of Amendment of Certificate
of Incorporation, filed with the Secretary
of State of Delaware on December 3, 1987. --
4.03 (3) Certificate of Amendment of Certificate
of Incorporation, filed with the Secretary
of State of Delaware on June 16, 1989. --
4.04 (4) Certificate of Amendment of Certificate
of Incorporation, filed with the Secretary
of State of Delaware on November 4, 1993. --
4.05 (5) Certificate of Designation specifying the
terms of the Series A Junior Participating
Preferred Stock of Registrant, filed with
the Secretary of State of Delaware on
December 7, 1990. --
4.06 (5) Rights Agreement between Registrant and
the Bank of America, N.T. & S.A. dated
December 3, 1990. --
4.07 (6) Rights Agent Agreement between Registrant
and Harris Trust Company, dated August
1, 1991. --
4.08 (6) Amendment Number One to Rights
Agreement between Registrant and the
Bank of America, N.T. & S.A. dated
January 24, 1994. --
4.09 (1) Registrant's Bylaws, as adopted October
30, 1986. --
</TABLE>
II-8
Page 9 of 15 Pages
<PAGE> 10
<TABLE>
<S> <C> <C>
4.10 (7) Amendment to Registrant's Bylaws dated
January 13, 1989. --
4.11 (5) Amendment to Registrant's Bylaws dated
December 3, 1990. --
5.01 Opinion of Venture Law Group.
5.02 Opinion of Morris, Nichols, Arsht & Tunnell.
23.01 Consent of Venture Law Group (included in
Exhibit 5.01).
23.02 Consent of Morris, Nichols, Arsht & Tunnell
(included in Exhibit 5.02).
23.03 Consent of Independent Accountants (see page
II-7).
24.01 Power of Attorney (see page II-4).
</TABLE>
______________
(1) Incorporated by reference to the Form S-1 Registration Statement filed
on March 27, 1987, File No. 33-12941.
(2) Incorporated by reference to the Annual Report on Form 10-K filed on
August 26, 1988.
(3) Incorporated by reference to the Annual Report on Form 10-K filed on
August 25, 1989.
(4) Incorporated by reference to the Form 10-Q filed on January 6, 1994.
(5) Incorporated by reference to the Form 8-K filed on December 10, 1990.
(6) Incorporated by reference to the Form 8-A/A filed on February 28, 1994.
(7) Incorporated by reference to the Form 10-Q filed on January 11, 1991.
II-9
Page 10 of 15 Pages
<PAGE> 1
EXHIBIT 5.01
(LETTERHEAD)
April 28, 1994
Oracle Systems Corporation
500 Oracle Parkway
Redwood City, CA 94065
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") executed by Oracle Systems Corporation (the
"Company") on or about April 28, 1994 and to be filed with the Securities and
Exchange Commission on April 29, 1994 in connection with the registration under
the Securities Act of 1933, as amended, of 8,000,000 shares (the "Plan Shares")
of the Company's Common Stock, $.01 par value (the "Common Stock"). Certain
rights are associated with such Common Stock (the "Rights") as described in a
certain Rights Agreement between you and Harris Trust Company of California
(successor Rights Agent to Bank of America N.T. & S.A.) dated December 3, 1990,
as amended on February 25, 1994.
As counsel for the Company, we have examined the proceedings and such other
documents as we have deemed necessary to examine relating to the issuance of the
Plan Shares which are issuable upon the exercise of options to be granted
pursuant to the Company's 1991 Long-Term Equity Incentive Plan. It is our
opinion that the Plan Shares, when subsequently issued and outstanding pursuant
to the terms of the 1991 Long-Term Equity Incentive Plan, will be validly
issued, fully paid and nonassessable. This opinion is limited to the Plan Shares
and does not address the issuance of the Rights.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto.
This opinion is solely for your benefit and may not be relied upon by any
other person without our prior written consent.
Sincerely,
/s/ VENTURE LAW GROUP
Page 11 of 15 pages
<PAGE> 1
Oracle Systems Corporation
April 27, 1994
Page 1
Exhibit 5.02
April 27, 1994
Oracle Systems Corporation
500 Oracle Parkway
Redwood City, California 94065
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters
of Delaware law in connection with your issuance of certain rights (the
"Rights") pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the Company's 1991 Long- Term Equity Incentive Plan
(the "Plan") to be filed by Oracle Systems Corporation, a Delaware corporation
(the "Company"), with the Securities and Exchange Commission on or about April
27, 1994, to register 8,000,000 shares of the Company's common stock, par value
$.01 per share (the "Stock"), and the Rights associated therewith, under the
Securities Act of 1933, as amended. The Rights are described in a certain
Rights Agreement (and exhibits thereto) between the Company and Harris Trust
Company of California (the "Rights
Page 12 of 15 Pages
<PAGE> 2
Oracle Systems Corporation
April 27, 1994
Page 2
Agent"), dated December 3, 1990, as amended (the "Rights Agreement").
In connection with your request for our opinion, the Company's
counsel has provided to us, and we have reviewed, copies of: (i) the Company's
certificate of incorporation and by-laws, as each has been amended to date;
(ii) the Rights Agreement; (iii) resolutions adopted by the board of directors
of the Company (the "Board of Directors") on December 3, 1990, approving, inter
alia, the Rights Agreement; (iv) the materials prepared by the Company's
counsel that were distributed to the Board of Directors prior to its meeting on
November 14, 1990; (v) the Rights Agent Agreement dated as of August 1, 1991
between the Company and the Rights Agent (the "Rights Agent Agreement"); (vi)
Amendment Number One to Rights Agreement dated as of January 24, 1994 between
the Company and the Rights Agent ("Amendment Number One"); (vii) resolutions
adopted by the Board of Directors on January 10, 1994 approving Amendment
Number One; (viii) the Registration Statement; and (ix) the Plan under which
the Stock and the Rights registered under the Registration Statement will be
issued. We have not examined any other corporate documents or records of the
Company, and we have assumed that nothing contained therein is inconsistent
with the opinion expressed herein. Our opinion is limited in all respects to
matters of Delaware law.
Page 13 of 15 Pages
<PAGE> 3
Oracle Systems Corporation
April 27, 1994
Page 3
For purposes of this opinion, we have assumed that: (1) the
Stock reserved for issuance under the Plan, when sold pursuant to and as
described in the Registration Statement and the Plan, will be legally and
validly issued, fully-paid and nonassessable; (2) the Board of Directors
determined at the time of its approval of the Rights Agreement and Amendment
Number One, in the good faith exercise of its business judgment and based upon
a thorough and careful examination of the relevant facts, that the transactions
provided for in the Rights Agreement were in the best interests of the Company
and were reasonable in relation to the threat to corporate policy and
effectiveness posed by the then current takeover environment; and (3) the
Rights Agreement was duly and with proper authorization executed and delivered
by the Company and by the Rights Agent.
Based upon and subject to the foregoing, it is our opinion
that:
1. The agreements of the Company provided for in the
Rights Agreement are legal, valid, binding and enforceable obligations of the
Company to the holders of the Rights, except as limited by bankruptcy,
insolvency, moratorium, fraudulent conveyance, receivership or other laws
relating to or affecting creditors' rights and remedies and by general
equitable principles.
Page 14 of 15 Pages
<PAGE> 4
Oracle Systems Corporation
April 27, 1994
Page 4
2. The Board of Directors has acted in accordance with
its fiduciary duties to the Company and its stockholders in adopting the Rights
Agreement and distributing the Rights pursuant thereto.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to all references to this firm in the Registration
Statement and any amendment thereto.
Very truly yours,
/s/ Morris, Nichols, Arsht & Tunnell
Page 15 of 15 Pages
