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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Oracle Systems Corporation
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(Name of Registrant as Specified in Its Charter)
Oracle Systems Corporation
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
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/X/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
$125
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(2) Form, schedule or registration statement no.:
Schedule 14A
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(3) Filing party:
Oracle Systems Corporation
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(4) Date filed:
November 17, 1994
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1Set forth the amount on which the filing fee is calculated and state how it
was determined.
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[ORACLE LOGO GOES HERE]
500 Oracle Parkway
Redwood City, California 94065
December 1, 1994
To our Stockholders:
You are cordially invited to attend a Special Meeting of Stockholders of
Oracle Systems Corporation (the "Company"). The Special Meeting will be held on
Friday, January 6, 1995, at 1:30 p.m., at the World Headquarters of the Company,
located at 500 Oracle Parkway, Redwood City, California.
The action expected to be taken at the Special Meeting is described in
detail in the attached Proxy Statement and Notice of Special Meeting of
Stockholders.
Please use this opportunity to take part in the affairs of the Company by
voting on the business to come before this meeting. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Returning the proxy does NOT
deprive you of your right to attend the meeting and to vote your shares in
person for the matters acted upon at the meeting.
We look forward to seeing you at the Special Meeting.
Sincerely,
LAWRENCE J. ELLISON
President and Chief
Executive Officer
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[ORACLE LOGO GOES HERE]
500 Oracle Parkway
Redwood City, California 94065
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To our Stockholders:
A Special Meeting of Stockholders of the Company will be held on Friday,
January 6, 1995, at 1:30 p.m., at the World Headquarters of the Company, located
at 500 Oracle Parkway, Redwood City, California, for the following purposes:
1. To approve an amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of the Company's Common Stock
from 400,000,000 to 800,000,000 shares.
2. To transact any other business that may properly come before the
meeting.
Stockholders of record at the close of business on November 18, 1994 will
be entitled to notice of and to vote at the Special Meeting and at any
continuation or adjournment thereof.
By Order of the Board of Directors
RAYMOND L. OCAMPO, JR.
Senior Vice President,
General Counsel & Secretary
Redwood City, California
December 1, 1994
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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PROXY STATEMENT
December 1, 1994
The accompanying proxy is solicited on behalf of the Board of Directors
(the "Board") of Oracle Systems Corporation, a Delaware corporation (the
"Company"), for use at a Special Meeting of Stockholders of the Company (the
"Special Meeting"). The Special Meeting will be held on Friday, January 6, 1995,
at 1:30 p.m., at the World Headquarters of the Company, located at 500 Oracle
Parkway, Redwood City, California. All holders of record of the Company's Common
Stock, par value $0.01 per share (the "Common Stock"), on November 18, 1994, the
record date, will be entitled to vote at the Special Meeting. At the close of
business on the record date, the Company had 286,386,424 shares of Common Stock
outstanding and entitled to vote. A majority, or 143,193,213, of these shares of
Common Stock will constitute a quorum for the transaction of business at the
Special Meeting. This Proxy Statement and the accompanying proxy were first
mailed to stockholders on or about December 1, 1994.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Stockholders are entitled to one vote for each share of Common Stock held.
Any person signing a proxy in the form accompanying this Proxy Statement
has the power to revoke it either before the meeting at which the matter voted
by proxy is acted upon or at the meeting before the vote on the matter. A proxy
may be revoked by a later proxy that is signed by the person who signed the
earlier proxy and presented at the meeting or by attendance at the meeting and
voting in person.
The expense of printing and mailing proxy material will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may be
made by certain directors, officers, and other employees of the Company by
personal interview, telephone, or facsimile. No additional compensation will be
paid for such solicitation. The Company also has retained Harris Trust and
Savings Bank to assist in the solicitation of proxies. Harris Trust and Savings
Bank will receive a fee for such services of approximately $2,750 plus out-
of-pocket expenses, which will be paid by the Company. The Company will request
brokers and nominees who hold shares of Common Stock in their names to furnish
proxy materials to beneficial owners of the shares and will reimburse such
brokers and nominees for their reasonable expenses incurred in forwarding
solicitation materials to such beneficial owners.
PROPOSAL NO. 1 -- AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
On November 15, 1994, the Board of Directors authorized an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock, par value $.01 per share ("Common Stock") from
400,000,000 to 800,000,000. The stockholders are being asked to approve this
proposed amendment. As of November 18, 1994, 286,386,424 shares of Common Stock
were issued and outstanding and 28,533,024 shares were reserved for issuance
under the Company's stock plans and employee stock purchase plan.
The Board believes that the proposed increase is desirable so that, as the
need may arise, the Company will have more flexibility to issue shares of Common
Stock without the expense and delay of a special meeting of stockholders, in
connection with possible future stock dividends or stock splits, equity
financings, future opportunities for expanding the Company's business through
investments or acquisitions, management incentive and employee benefit plans and
for other general corporate purposes. The Company currently has no plans to use
the additional authorized shares for any such purposes.
Authorized but unissued shares of the Company's Common Stock may be issued
at such times, for such purposes and for such consideration as the Board of
Directors may determine to be appropriate without further
1
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authority from the Company's stockholders, except as otherwise required by
applicable law or stock exchange policies.
The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. To the extent that the additional
authorized shares are issued in the future, they may decrease the existing
stockholders' percentage equity ownership and, depending upon the price at which
they are issued, could be dilutive to existing stockholders. The holders of
Common Stock have no preemptive rights. The increase in the authorized number of
shares of Common Stock and the subsequent issuance of such shares could have the
effect of delaying or preventing a change in control of the Company without
further action by the stockholders. Shares of authorized and unissued Common
Stock could (within the limits imposed by applicable law) be issued in one or
more transactions which could make a change in control of the Company more
difficult, and therefore less likely. Any such issuance of additional stock
could have the effect of diluting the earnings per share and book value per
share of outstanding shares of Common Stock, and such additional shares could be
used to dilute the stock ownership or voting rights of a person seeking to
obtain control of the Company. The Company has previously adopted certain
measures that may have the effect of helping to resist an unsolicited takeover
attempt.
REQUIRED VOTE
The approval of the amendment to the Company's Certificate of Incorporation
requires the affirmative vote of a majority of the outstanding shares of the
Company's Common Stock. Abstentions and broker non-votes are not affirmative
votes and, therefore, will have the same effect as a vote against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL
OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of November 14, 1994, with
respect to the beneficial ownership of the Company's Common Stock by: (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock; (ii) each director; (iii) each of the five most
highly compensated executive officers; and (iv) all current executive officers
and directors as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
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<S> <C> <C>
Lawrence J. Ellison(2)
500 Oracle Parkway, Redwood City, CA 94065......................... 67,302,794 23.50
Fidelity Management and Research Co................................ 28,684,258 10.02
82 Devonshire Street, Boston, MA 02109
Twentieth Century Companies, Inc................................... 15,379,900 5.37
4500 Main Street, Kansas City, MO 64141
Raymond J. Lane(3)................................................. 328,667 *
Jeffrey O. Henley(4)............................................... 250,000 *
James A. Abrahamson(5)............................................. 169,000 *
Raymond L. Ocampo, Jr.(6).......................................... 81,943 *
Donald L. Lucas(7)................................................. 32,500 *
Joseph B. Costello(8).............................................. 2,500 *
Delbert W. Yocam(9)................................................ 2,500 *
Michael J. Boskin.................................................. 0 *
All current executive officers and directors as a group (11 68,683,594 23.98
persons)(10).....................................................
</TABLE>
- - ---------------
*Less than 1%
2
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(1) Unless otherwise indicated below, each person listed had sole voting and
sole investment power with respect to all shares beneficially owned,
subject to community property laws where applicable.
(2) Includes 1,570,000 shares subject to options currently exercisable or
exercisable within 60 days.
(3) Includes 325,000 shares subject to options currently exercisable or
exercisable within 60 days.
(4) Includes 250,000 shares subject to options currently exercisable or
exercisable within 60 days.
(5) Includes 169,000 shares subject to options currently exercisable or
exercisable within 60 days.
(6) Includes 42,500 shares subject to options currently exercisable or
exercisable within 60 days.
(7) Includes 5,000 shares owned of record by Mr. Lucas' Keogh Profit Sharing
Trust and 10,000 shares owned of record by Mr. Lucas or his successor
trustee under a trust agreement for the benefit of Mr. Lucas and his wife.
Includes 17,500 shares subject to an option exercisable within 60 days.
(8) Includes 2,500 shares subject to options currently exercisable or
exercisable within 60 days.
(9) Includes 2,500 shares subject to options currently exercisable or
exercisable within 60 days.
(10) Includes all shares described in notes (2)-(9) above.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the Company's Proxy Statement and
form of proxy relating to the Company's 1995 Annual Meeting of Stockholders must
be received by May 15, 1995. Stockholder proposals should be addressed to
Raymond L. Ocampo, Jr., Senior Vice President, General Counsel & Secretary,
Oracle Systems Corporation, Box 659507, Redwood City, California 94065.
OTHER BUSINESS
The Board of Directors does not presently intend to bring any other
business before the meeting, and, so far as is known to the Board of Directors,
no matters are to be brought before the meeting except as specified in the
notice of the meeting. As to any business that may properly come before the
meeting, however, it is intended that proxies, in the form enclosed, will be
voted in respect thereof in accordance with the judgment of the persons voting
such proxies.
By Order of the Board of Directors,
RAYMOND L. OCAMPO, JR.
Senior Vice President,
General Counsel & Secretary
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THANK YOU FOR
YOUR PROMPT ATTENTION TO THIS MATTER.
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ORACLE SYSTEMS CORPORATION
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
JANUARY 6, 1995
The undersigned hereby appoints LAWRENCE J. ELLISON, JAMES A. ABRAHAMSON,
RAYMOND L. OCAMPO, JR. and BRUCE M. LANGE, or any of them, each with power of
substitution, as proxies to represent the undersigned at a Special Meeting of
Stockholders of ORACLE SYSTEMS CORPORATION, to be held on Friday, January 6,
1995, at 1:30 p.m., at the World Headquarters of Oracle Systems Corporation, 500
Oracle Parkway, Redwood City, California, and any adjournment thereof, and to
vote the number of shares the undersigned would be entitled to vote if
personally present on the following matters:
1. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
400,000,000 TO 800,000,000.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR THE
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 400,000,000 TO
800,000,000.
(Continued and to be signed on reverse side)
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(Continued from other side)
PROXY INSTRUCTIONS
1. Please sign exactly as the name or names appear on stock certificate (as
indicated hereon).
2. If the shares are issued in the names of two or more persons, all such
persons should sign the proxy.
3. A proxy executed by a corporation should be signed in its name by its
authorized officers.
4. Executors, administrators, trustees, and partners should indicate their
positions when signing.
Dated: , 1994
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Signatures
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN, AND RETURN THIS PROXY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
