<PAGE>
<TABLE>
<CAPTION>
<S> <C>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB Number 3235-0145
WASHINGTON, D.C. 20549 Expires: August 31, 1991
Estimated average burden
hours per form 14.90
</TABLE>
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
DATALOGIX INTERNATIONAL INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
237923107
- --------------------------------------------------------------------------------
(CUSIP Number)
Raymond L. Ocampo Jr.
Senior Vice President, General Counsel and Secretary
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
(415) 506-7000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 8, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
<PAGE>
Oracle Corporation ("Oracle") and Delphi Acquisition Corporation
("Acquisition Sub") hereby amend and supplement their joint statement on
Schedule 13D (the "Schedule 13D") as filed with the Securities and Exchange
Commission on October 3, 1996. The Schedule 13D was filed in connection with
the proposed merger of Acquisition Sub with and into Datalogix International
Inc. (the "Company") pursuant to the terms and conditions of an Agreement and
Plan of Merger dated September 24, 1996 (as amended as of October 8, 1996,
the "Merger Agreement"), between Oracle, Acquisition Sub and the Company.
Unless otherwise defined herein, the defined terms contained herein shall
have the same meanings set forth in the Merger Agreement. Items not included
in this amendment are either not amended or are not applicable.
ITEM 1. SECURITIES AND ISSUER
Item 1 is hereby amended and restated in its entirety to read as follows:
This statement relates to the Common Shares, $.01 par value (including the
associated Preferred Share Purchase Rights (the "Rights") issued pursuant to a
Rights Agreement dated as of August 27, 1996 and amended as of
September 24, 1996, between Datalogix International Inc., a New York
corporation (the "Company") and The First National Bank of Boston,
the "Shares"), of the Company. The Company's principal executive
offices are located at 100 Summit Lake Drive, Valhalla, New York 10595.
ITEM 2. IDENTITY AND BACKGROUND
The first paragraph of Item 2 is hereby amended and restated in its
entirety to read as follows:
This statement is being filed by Oracle Corporation, a Delaware
corporation ("Oracle"), and Delphi Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of Oracle ("Acquisition Sub").
Acquisition Sub was formed for the purpose of effecting the proposed merger
(the "Merger") pursuant to the Agreement and Plan of Merger dated as of
September 24, 1996, among Acquisition Sub, Oracle and the Company (as amended
as of October 8, 1996, the "Merger Agreement"), whereby Acquisition Sub will be
merged with and into the Company, the separate corporate existence of
Acquisition Sub will cease and the Company will continue as the surviving
corporation and wholly owned subsidiary of Oracle (the "Surviving
Corporation"). On October 8, 1996, Amendment No. 1 to the Merger Agreement was
entered into in order to clarify certain technical matters. Oracle's and
Acquisition Sub's principal executive offices are located at 500 Oracle
Parkway, Redwood City, California 94065. Oracle is the world's leading
independent supplier of software for information management.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety to read as follows:
Oracle determined to enter into discussions with the Company regarding the
acquisition of the Company as a result of Oracle's belief that Oracle would
benefit from its ability to control and advance the development of the
Company's products and the integration of such products into
<PAGE>
Oracle's own product line in order to provide a more complete manufacturing
process application software solution for Oracle's customers. The primary
benefit to the Company's shareholders, other than Oracle (collectively, the
"Public Shareholders"), is the opportunity to sell all of their Shares for a
cash consideration of $8.00 per Share (the "Merger Consideration"), which
represents a substantial premium over recent trading prices. The structure of
the transaction as a cash merger provides a prompt cash payment to all holders
of outstanding Shares, other than Shares held by Oracle (collectively, the
"Public Shares"), and an orderly transfer of ownership of the equity interest
represented by Public Shares to Oracle, thereby enabling the Public
Shareholders to obtain such benefit at the earliest possible time. The Public
Shareholders will have no continuing interest in the Company following the
Merger and instead will have only the right to receive the Merger Consideration
or to exercise statutory appraisal rights. The structure of the Merger also
ensures the acquisition by Oracle and its affiliates of all the outstanding
Public Shares.
As a result of the Merger, the Shares will no longer meet the requirements
of the Nasdaq National Market ("Nasdaq") for continued listing and will,
therefore, be deleted from Nasdaq. According to published guidelines, the
Shares will no longer be eligible for listing on Nasdaq when, among other
things, the number of record holders of at least 100 Shares falls below 1,200,
the number of publicly held Shares (exclusive of holdings of officers,
directors and their families and other concentrated holdings of 10% or more
("Nasdaq National Market Excluded Holdings")) falls below 600,000 or the
aggregate market value of publicly held Shares (exclusive of Nasdaq National
Market Excluded Holdings) falls below $5,000,000.
The Shares currently constitute "margin securities" under the regulations
of the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"), which has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. As a result of the Merger, the
Shares will no longer constitute "margin securities" for purposes of the margin
regulations of the Federal Reserve Board and therefore will no longer
constitute eligible collateral for credit extended by brokers.
The Shares are currently registered as a class of securities under the
Exchange Act. Registration of the Shares under the Exchange Act may be
terminated upon application of the Company to the SEC if the Shares are not
listed on a national securities exchange or quoted on Nasdaq and there are
fewer than 300 record holders of the Public Shares. Termination of
registration of the Public Shares under the Exchange Act would substantially
reduce the information required to be furnished by the Company to its
shareholders and to the SEC and would make certain provisions of the Exchange
Act, such as the short-swing trading provisions of Section 16(b), the
requirement of furnishing a proxy statement in connection with shareholders'
meeting pursuant to Section 14(a), and the requirements of Rule 13e-3 under the
Exchange Act with respect to "going private" transactions, no longer applicable
to the Company. If registration of the Shares under the Exchange Act is
terminated, the Shares would no longer be eligible for Nasdaq listing. In
addition, "affiliates" of the Company and persons holding "restricted
securities" of the Company may be deprived of the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended. It is the present intention of Oracle to seek to cause the Company
to make an application for the termination of the registration of the Shares
under the Exchange Act as soon as practicable after the effective time of the
Merger (the "Effective Time").
-2-
<PAGE>
Upon consummation of the Merger, the directors and officers of Acquisition
Sub shall be the initial directors and officers, respectively, of the Surviving
Corporation. The Certificate of Incorporation and Bylaws of the Company in
effect at the Effective Time shall the Certificate of Incorporation and Bylaws
of the Surviving Corporation until amended in accordance with applicable law.
Oracle anticipates that, after the Merger, the development, sales,
marketing and certain administrative functions of the Company will be
integrated into Oracle's existing corporate structure, which would result in
the closing of the Company's existing branch locations. Oracle expects to
achieve operating cost savings through the consolidation of such operations and
the elimination of duplicative expenses. At this time Oracle does not intend
to close the Company's corporate headquarters located in Valhalla, New York.
Management of Oracle may cause the Company to make additional changes as are
deemed appropriate, such as the transfer of assets from the Company to Oracle
or the merger of the Company into Oracle or a subsidiary of Oracle, and intends
to continue to review the Company and its assets, business, operations,
properties, policies, corporate structure, capitalization and management and
consider if any changes would be desirable in light of the circumstances then
existing. In addition, Oracle intends to continue to review the business of
the Company and identify synergies and cost savings.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The section entitled "The Agreement and Plan of Merger" set forth under
Item 6 is hereby amended and restated in its entirety to read as follows:
THE AGREEMENT AND PLAN OF MERGER
THE FOLLOWING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE MERGER AGREEMENT (INCLUDING
AMENDMENT NO. 1 TO THE MERGER AGREEMENT), ATTACHED TO THIS SCHEDULE AS EXHIBITS
1 AND 1.1 AND INCORPORATED HEREIN BY REFERENCE. CERTAIN CAPITALIZED TERMS
USED IN THIS DESCRIPTION AND NOT ELSEWHERE DEFINED ARE DEFINED IN THE MERGER
AGREEMENT AND USED WITH THE MEANING PROVIDED THEREIN.
GENERAL
THE MERGER. The Merger Agreement provides for the merger of Acquisition
Sub with and into the Company. The Company will be the Surviving Corporation
and it will continue its corporate existence under the laws of the State of New
York. At the Effective Time (as hereinafter defined), the separate corporate
existence of Acquisition Sub shall cease. The Surviving Corporation shall
possess all the rights, privileges, immunities, powers and purposes of
Acquisition Sub and the Surviving Corporation shall assume and become liable
for all liabilities, obligations and penalties of the Company and Acquisition
Sub. Notwithstanding the foregoing, Oracle, at its sole election, may
substitute any direct or indirect wholly owned subsidiary of Oracle for
Acquisition Sub. Further, Oracle may elect, at any time prior to the Effective
Time, that the Company shall be merged with and into Acquisition Sub.
-3-
<PAGE>
EFFECTIVE TIME OF MERGER. The "Effective Time" will occur upon the filing
of the Certificate of Merger with the Delaware Secretary of State and the
Department of State of the State of New York. The Certificate of Merger will
be filed no later than the second business day after satisfaction or waiver of
all the conditions precedent to the Merger including obtaining the requisite
approval and adoption of the Merger Agreement and the Merger by the
shareholders of the Company at the Special Meeting (as defined in the Merger
Agreement).
TREATMENT OF SHARES IN THE MERGER. At the Effective Time: (a) each Share
outstanding immediately prior to the Effective Time, except for (i) Shares then
owned by Oracle, (ii) Shares then owned by the Company and (iii) Shares as to
which dissenters' rights have been exercised (the "Dissenting Shares"), shall
by virtue of the Merger and without any action on the part of the holder
thereof, be converted into the right to receive $8.00 in cash, without
interest, upon surrender of the certificate representing such Share; and
(b) each Share outstanding immediately prior to the Effective Time which is
then owned by Oracle shall, by virtue of the Merger and without any action on
the part of the holder thereof, be canceled and retired and cease to exist,
without any conversion thereof.
Holders of Shares who do not vote in favor of the Merger at the Special
Meeting and who shall have properly elected to dissent in the manner provided
in Section 623 of the New York Business Corporation Law ("NYBCL") shall be
entitled to payment of the fair value of their Public Shares in accordance with
the provisions of Sections 623 and 910 of the NYBCL.
Each Acquisition Sub common share issued and outstanding immediately prior
to the Effective Time shall, by virtue of the Merger and without any action on
the part of the holder thereof, be converted into and exchangeable for one
fully paid and non-assessable common share of the Surviving Corporation.
SURRENDER OF SHARE CERTIFICATES. Oracle will designate the Paying Agent
under the Merger Agreement. Prior to the Effective Time, Oracle shall from
time to time make available to the Paying Agent cash in an aggregate amount
equal to the product of: (x) the number of Shares outstanding immediately prior
to the Effective Time (other than Shares owned by Oracle, Acquisition Sub or
the Company or Dissenting Shares); and (y) the Merger Consideration (such
amount being hereinafter referred to as the "Exchange Fund"). The Paying Agent
shall, pursuant to irrevocable instructions, make the payments provided for
under the Merger Agreement out of the Exchange Fund.
Promptly after the Effective Time, the Paying Agent shall mail to each
holder of record as of the Effective Time (other than Oracle or Acquisition
Sub) of an outstanding certificate or certificates for Shares (the
"Certificates"), a letter of transmittal and instructions for use in effecting
the surrender of such certificates for payment in accordance with the Merger
Agreement. Upon the surrender to the Paying Agent of a Certificate, together
with a duly executed letter of transmittal, the holder thereof shall be
entitled to receive cash in an amount equal to the product of the number of
Shares represented by such Certificate and the Merger Consideration, less any
applicable withholding tax, and such Certificate shall then be canceled.
-4-
<PAGE>
Until surrendered pursuant to the procedures described above, each
Certificate (other than Certificates representing Shares owned by Oracle and
Certificates representing Dissenting Shares) shall represent for all purposes
the right to receive the Merger Consideration in cash multiplied by the number
of Shares evidenced by such Certificate, without any interest thereon, subject
to any applicable withholding obligation.
After the Effective Time, there shall be no transfers on the stock
transfer books of the Surviving Corporation of Shares which were outstanding
immediately prior to the Effective Time. If, after the Effective Time,
Certificates are presented to the Surviving Corporation, they shall be canceled
and exchanged for an amount in cash equal to the Merger Consideration
multiplied by the number of Shares evidenced by such Certificate, without any
interest thereon, subject to any withholding obligation.
Any portion of the Exchange Fund which remains unclaimed by the
shareholders of the Company for one year after the Effective Time (including
any interest, dividends, earnings or distributions received with respect
thereto) shall be repaid to the Surviving Corporation, upon demand. Any
shareholders of the Company who have not theretofore complied with the
procedures set forth above shall thereafter look only to the Surviving
Corporation for payment of their claim for the Merger Consideration per Share,
without any interest thereon, but shall have no greater rights against the
Surviving Corporation than may be accorded to general creditors of the
Surviving Corporation under New York law. Notwithstanding the foregoing,
neither the Paying Agent nor any party to the Merger Agreement shall be liable
to any holder of certificates formerly representing Shares for any amount to be
paid to a public official pursuant to any applicable abandoned property,
escheat or similar law.
TREATMENT OF COMPANY STOCK PLANS.
AMENDED AND RESTATED 1992 INCENTIVE STOCK PLAN; 1986 KEY EMPLOYEES STOCK
OPTION PLAN. The Merger Agreement provides that each outstanding option to
purchase Shares issued pursuant to the Company's Amended and Restated 1992
Incentive Stock Plan and the 1986 Key Employees Stock Option Plan of Datalogix
Formula Systems, Inc. (collectively, the "Option Plans"), whether vested or
unvested, shall be assumed by Oracle. Each such option assumed by Oracle shall
be exercisable upon the same terms and conditions as under the applicable
Option Plan and option agreement, except that (i) the option shall be
exercisable for such number of shares of Common Stock of Oracle equal to the
product of the (x) number of Shares of the Company for which such option was
exercisable and (y) the Merger Consideration divided by the average closing
price of the Oracle's Common Stock on Nasdaq for the five consecutive trading
days prior to the Effective Time (the "Conversion Number"), rounded down to the
nearest whole share and (ii) the exercise price of such option shall be equal
to the exercise price of such option divided by the Conversion Number.
Pursuant to the Merger Agreement, the Company has agreed to reprice
options granted to the Company's employees, executive officers and directors
with an exercise price in excess of $8.00 per Share. The exercise price of
such options will be reduced to $8.00 per share.
-5-
<PAGE>
1995 DIRECTOR OPTION PLAN. The Merger Agreement provides that each
outstanding option to purchase Shares issued pursuant to the Company's 1995
Director Option Plan (the "Directors Plan"), whether vested or unvested, shall
be assumed by Oracle. Each such option assumed by Oracle shall be exercisable
upon the same terms and conditions as under the Directors Plan and the
applicable option agreement, except that the consideration payable upon
exercise in respect of each Share covered by such option shall be the Merger
Consideration.
1995 EMPLOYEE STOCK PURCHASE PLAN. Pursuant to the Merger Agreement the
Company has agreed to take all actions reasonably necessary to cause the last
day of the "Offering Period" (as such term is used in the Company's 1995
Employee Stock Purchase Plan ("ESPP")), to be the date immediately prior to the
closing date of the Merger (the "Final Purchase Date"), and apply the funds
within each participant's withholdings account on the Final Purchase Date to
the purchase of whole Shares in accordance with the terms of the ESPP.
CONDITIONS TO THE MERGER, WAIVER
CONDITIONS TO EACH PARTY'S OBLIGATIONS. Pursuant to the Merger Agreement,
the respective obligations of each party to consummate the Merger are subject
to the satisfaction or waiver (to the extent permitted by law), on or prior to
the Closing Date (as defined in the Merger Agreement) of the following
conditions: (i) the adoption and approval of the Merger Agreement by the
requisite vote of the shareholders of the Company; (ii) no statute, rule,
order, decree or regulation shall have been enacted or promulgated that
prohibits the consummation of the Merger; (iii) no order or injunction shall
preclude, restrain, enjoin or prohibit the consummation of the Merger; and
(iv) any applicable waiting period required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, shall have expired or been
terminated.
ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY. Pursuant to the
Merger Agreement, the obligation of the Company to effect the Merger is also
subject to the satisfaction or waiver of the following conditions: (i) the
representations and warranties of Oracle and Acquisition Sub shall be true and
correct as of the Effective Time, unless the failure to be true and correct
could not reasonably be expected to cause a Material Adverse Effect (as
hereinafter defined) on Oracle and its subsidiaries taken as a whole; and (ii)
Oracle and Acquisition Sub shall have performed or complied in all material
respects with all agreements and covenants required by the Agreement to be
performed or complied with by them prior to the Effective Time.
ADDITIONAL CONDITIONS TO OBLIGATIONS OF ORACLE AND ACQUISITION SUB.
Pursuant to the Merger Agreement, the obligation of Oracle and Acquisition Sub
to effect the Merger is also subject to the satisfaction or waiver of the
following conditions: (i) the representations and warranties of the Company
shall be true and correct as of the Effective Time, unless the failure to be
true and correct could not reasonably be expected to cause a Material Adverse
Effect on the Company and its subsidiaries taken as a whole; (ii) the Company
shall have performed or complied in all material respects with all agreements,
conditions and covenants required by the Agreement to be performed or complied
with prior to the Effective Time; (iii) after the date of the Merger Agreement
there shall not be threatened or instituted and continuing, any action, suit or
proceeding against the Company, Oracle or Acquisition Sub or any Indemnified
Person (as defined in the Merger Agreement) by a governmental agency or any
other person (x) related to the Merger or the
-6-
<PAGE>
transactions contemplated by the Merger Agreement, (y) who is or was a
shareholder of the Company whether on behalf of such shareholder or in a
derivative action on behalf of the Company or (z) which, individually, or in the
aggregate, could reasonably be expected to have a Material Adverse Effect on the
Company and its subsidiaries taken as a whole; (iv) Oracle shall have received
an opinion as to certain matters from the Company's counsel, and in the event
that such counsel is unable to provide an opinion to the effect that certain
contracts to which the Company is a party do not require the consent of the
respective counterparties thereto in order for such counterparties to be bound
thereby after the Merger has been consummated, then the written consent of such
third parties will have been obtained; (v) no event shall have occurred which
could reasonably be expected to have a Material Adverse Effect on the Company
and its subsidiaries, taken as a whole; and (vi) the aggregate number of
Dissenting Shares shall not be equal to or exceed 10% of the Shares outstanding
immediately prior to the Effective Time.
TERMINATION
The Merger Agreement may be terminated at any time prior to the Effective
Time, whether before or after shareholder approval of the terms of the Merger
Agreement by the shareholders of the Company: (i) by mutual written consent of
Oracle and the Company; (ii) by either Oracle or the Company if any
Governmental Entity (as defined in the Merger Agreement) shall have issued an
order, decree or ruling prohibiting the Merger and such ruling shall have
become final and nonappealable; (iii) by Oracle or the Company if the Merger
shall not have been consummated by January 31, 1997, or if the sole condition
that the Company shall not have satisfied is the existence of certain
litigation that has been threatened or instituted after the date of the Merger
Agreement, February 28, 1997 (provided that such party's failure to perform its
obligations under the Merger Agreement has not caused the failure of the Merger
to occur); (iv) by Oracle or Acquisition Sub in the event of a breach by the
Company of any representation, warranty, covenant or other agreement contained
in the Merger Agreement, which has not been cured within 15 days of notice
thereof and which could reasonably be expected to have a Material Adverse
Effect on the Company and its Subsidiaries taken as a whole; (v) by Oracle or
Acquisition Sub if the Company's Board of Directors (x) has withdrawn, modified
or amended its recommendation of the Merger Agreement or the Merger, (y) has
approved or recommended a Takeover Proposal (as described under "--No
Solicitation" below), or (z) has entered into an agreement with a third party
with respect to any Takeover Proposal, or the Company's Board of Directors
shall have resolved to take any of such actions; (vi) by the Company in
connection with entering into a Takeover Proposal, provided it has complied
with all of its obligations provided thereunder, including the notice
provisions therein, and that it makes simultaneous payment of the Expenses (as
defined in the Merger Agreement) and the Termination Fee (as hereinafter
defined); or (vii) by the Company, if Acquisition Sub or Oracle shall have
breached in any material respect any of their respective representations,
warranties, covenants or other agreements contained in the Merger Agreement,
which has not been cured within 15 days of notice thereof. The Merger
Agreement provides that in the event of its termination, no party thereto will
have any liability or further obligation to any other party to the Merger
Agreement, provided that any termination shall be without prejudice to the
rights of any party to the Merger Agreement arising out of breach by any other
party of any representation, covenant or agreement contained in the Merger
Agreement, and provided further,
-7-
<PAGE>
that certain obligations under the Merger Agreement shall survive any
termination, including the obligation to pay the Termination Fee as described
under "--Fees and Expenses."
FEES AND EXPENSES
Each party to the Merger Agreement has agreed to pay its own fees and
expenses, except as stated below. The Company has agreed to pay the sum of (a)
the lesser of the amount of Oracle's Expenses (as defined in the Merger
Agreement) or $1,000,000 and (b) $3,000,000 (the "Termination Fee"), upon
demand if (i) Oracle or Acquisition Sub terminates the Merger Agreement as a
result of actions described in clause (v) under "--Termination" above; (ii) the
Company terminates the Merger Agreement as a result of actions described in
clause (vi) under "--Termination" above; or (iii) prior to any termination of
this Merger Agreement (other than pursuant to clauses (i), (ii) or (vii) under
"--Termination" above, or by the Company pursuant to clause (iii) under "--
Termination" above), the Company breaches its obligations to Oracle under the
Merger Agreement with respect to Takeover Proposals or a Takeover Proposal
shall have been made and within 12 months of such termination, a transaction
constituting a Takeover Proposal is consummated or the Company enters into an
agreement with respect to, approves or recommends or takes any action to
facilitate such Takeover Proposal.
REPRESENTATIONS AND WARRANTIES
The Merger Agreement contains various representations and warranties of
the Company to Oracle and Acquisition Sub, including with respect to the
following matters: (i) the due organization and valid existence of the Company
and its subsidiaries and similar corporate matters; (ii) the capitalization of
the Company and its subsidiaries; (iii) the due authorization, execution and
delivery of the Merger Agreement, its binding effect on the Company, and the
Board of Directors' recommendation of the Merger to the Public Shareholders;
(iv) regulatory filings and approvals, and the lack of conflicts between the
Merger Agreement and the transactions contemplated thereby with the Company's
Certificate of Incorporation or By-Laws, any contract to which it or its
subsidiaries are parties, or any law, rule, regulation, order, writ, injunction
or decree binding upon the Company or its subsidiaries; (v) the accuracy of the
Company's SEC filings, its financial statements and the absence of undisclosed
liabilities; (vi) the vote required to approve the Merger under the NYBCL;
(vii) the absence of pending or threatened litigation; (viii) the absence of
defaults or violations of the Company's Certificate of Incorporation or
By-laws, certain agreements, laws, rules, regulations, orders, judgments or
decrees; (ix) the status of the Company's intellectual property; (x) certain
tax matters; (xi) the Company's title to its properties; (xii) the status of
the Company's employee benefit plans; (xiii) labor matters; (xiv) environmental
matters; (xv) specified Company contracts; (xvi) the accuracy of the
information provided by the Company for inclusion in the Proxy Statement filed
by the Company in connection with the Merger; (xvii) the opinion of Robertson
Stephens & Company LLC ("Robertson Stephens"); (xviii) the absence of any
brokers or finders (other than Robertson Stephens); and (xix) various other
matters. Such representations and warranties are subject, in certain cases, to
specified exceptions and qualifications, including without limitation, those
exceptions that are disclosed to Oracle in the written disclosure schedule
delivered by the Company to Oracle pursuant to the Merger Agreement (the
"Company Disclosure Schedule"). In many instances the representations and
-8-
<PAGE>
warranties given by the Company are subject to the qualification that the
applicable representation or warranty would not fail to be true and correct
unless it would have a Material Adverse Effect. For purposes of the Merger
Agreement, "Material Adverse Effect" means any individual material adverse
effect, or adverse effect in the aggregate (whether or not related and whether
or not any individual effect is material) which are material, on the business,
operations, properties (including intangible properties), condition (financial
or otherwise), prospects, assets or liabilities of the Company and its
subsidiaries taken as a whole. Such term includes without limitation (i) any
individual adverse effect, or adverse effects in the aggregate (whether or not
related and whether or not any individual effect is material) which result in
liability to the Company or its subsidiaries, or could reasonably be expected
to result in liability to the Company or its subsidiaries, of in excess of
$1,500,000 individually, or $2,500,000 in the aggregate, except that for
certain purposes including whether or not for purposes of determining whether
the Company's representations and warranties are true as if made as of the
Effective Time, such amounts will be $3,000,000, individually, and $5,000,000,
in the aggregate, (ii) any judgment, injunction, order or decree that is
binding upon the Company or any of its subsidiaries which obligates the Company
or any of its subsidiaries to take or refrain from taking any action and which
was issued in connection with litigation instituted after the date of the
Merger Agreement that either (x) relates to the transactions contemplated by
the Merger Agreement or (y) was brought by a shareholder or former shareholder
of the Company whether individually or in a derivative action on behalf of the
Company.
The Merger Agreement also contains representations and warranties of
Oracle and Acquisition Sub to the Company, including with respect to the
following matters: (i) the due organization and valid existence of each of
Oracle and Acquisition Sub and similar corporate matters; (ii) the due
authorization, execution and delivery of the Merger Agreement by Oracle and
Acquisition Sub, and its binding effect on such parties; (iii) regulatory
filings and approvals, and the absence of conflicts of the Merger Agreement and
the transactions contemplated thereby with the certificate of incorporation or
by-laws (or equivalent documents) of each of Oracle and Acquisition Sub, or
with any contract binding upon Oracle or Acquisition Sub, or with any law,
rule, regulation, order, writ, injunction or decree binding upon any of such
parties; (v) Oracle's and Acquisition Sub's access to cash funds sufficient to
consummate the transactions contemplated by the Merger Agreement; (vi) the
formation and absence of prior activities of Acquisition Sub; (vii) the
accuracy of the information provided by Oracle or Acquisition Sub for inclusion
in this Proxy Statement; (viii) the absence of brokers and finders and (ix) the
absence of litigation that would prohibit the Merger. Such representations and
warranties are subject, in certain cases, to specified exceptions and
qualifications.
CONDUCT OF BUSINESS PENDING THE MERGER
The Company has agreed that, except as expressly contemplated in the
Merger Agreement, as set forth in the Company Disclosure Schedule, or as agreed
to by Oracle, during the period from the date of the Merger Agreement and
continuing until the earlier of termination of the Merger Agreement or the
Effective Time, the business of the Company and its subsidiaries will be
conducted only in the ordinary and usual course and, to the extent consistent
therewith, each of the Company and its subsidiaries will use its reasonable
commercial efforts to preserve intact its
-9-
<PAGE>
business organizations and maintain its existing relationships with customers,
suppliers, employees, creditors, and business partners. The Company has further
agreed that during such period, and subject to the same exceptions, the Company
will not, and will not permit its subsidiaries to, among other things: (i) amend
its or its subsidiaries' certificate of incorporation or bylaws or similar
organizational documents; (ii) declare, set aside, or pay any dividend or other
distribution in respect of any of its capital stock or that of its subsidiaries;
(iii) redeem, purchase or otherwise acquire any shares of capital stock of the
Company or its subsidiaries; (iv) issue, sell, pledge, dispose of or encumber
any additional shares of, or securities convertible into or exchangeable for, or
options, warrants, calls, commitments or rights of any kind to acquire, any
shares of capital stock of any class of the Company or its subsidiaries (other
than the issuance of Shares upon the exercise of outstanding Company stock
options; (v) split, combine, or reclassify the outstanding capital stock of the
Company or its subsidiaries; (vi) acquire or agree to acquire any material
assets either by purchase, merger, consolidation, sale of shares in its
subsidiaries or otherwise; (vii) transfer, lease, license, sell, mortgage,
pledge, dispose of or encumber any intellectual property or any material assets
other than pursuant to grants of nonexclusive end-user licenses in the ordinary
course of business consistent with past practice; (viii) grant any increase in
the compensation payable by the Company or its subsidiaries to any of its
exective officers or key employees (other than regularly scheduled pay increases
of not more than 10% per annum); (ix) adopt, amend or accelerate the payment or
vesting of the amounts payable under any existing, bonus, incentive
compensation, deferred compensation, severance, profit sharing, stock option,
stock purchase, insurance, pension, retirement or other employee benefit plan
except as expressly contemplated by the Merger Agreement; (x) enter into or
modify any employment or severance agreement with or, except in accordance with
the existing Company policies or as required by applicable law, grant any
severance or termination pay to any officer, director, or employee of the
Company or its subsidiaries, or enter into any collective bargaining agreement;
(xi) materially modify, amend or, without Oracle's prior written consent (which
consent shall not be unreasonably withheld), terminate any of its material
contracts or waive, release or assign any material rights or claims; (xii)
incur or assume any indebtedness in amounts not consistent with past practice,
or materially modify any indebtedness or other liability; (xiii) assume,
guarantee, endorse or otherwise become liable for the obligations of any other
person, other than immaterial amounts in the ordinary course of business
consistent with past practice and other than for any subsidiary; (xiv) make any
loans, advances or capital contributions to, or investments in, any other
person; (xv) enter into any material commitment or transaction; (xvi) change
any of the accounting methods used by it unless required by GAAP; (xvii) make
or agree to make any new capital expenditures in excess of $100,000 in the
aggregate; (xviii) make any material tax election (unless required by law) or
settle or compromise any material income tax liability; (xix) pay, discharge or
satisfy any actions, suits, proceedings or, other than the payment, discharge
or satisfaction in each case in complete satisfaction, and with a complete
release, of such matter with respect to all parties, of actions, suits,
proceedings or claims that do not result in, individually or in the aggregate,
a Material Adverse Effect; provided, however, if the Company determines to make
such payment or satisfaction, the Company will give Oracle advance written
notice of such determination prior to making any such payment, and if Oracle
instructs the Company within 15 days of such notice not to make or commit to
make such payment or satisfaction, then the Company will not make such payment;
provided, further, that if Oracle provides such instruction, and the proposed
resolution of such matter does not or would not result in a Material Adverse
Effect, and is in complete
-10-
<PAGE>
satisfaction, and includes full release with respect to all parties to such
matter without any payment or obligation of Oracle, (A) for purposes of the
condition to the Merger regarding litigation, such matter will not be considered
a threatened, or instituted and continuing, action, suit or proceeding and (B)
for purposes of the conditions to the Merger regarding representations and
warranties and adverse changes, any adverse effect against the Company in any
such matter will not be considered or aggregated in determining whether a
Material Adverse Effect has occurred; provided, further, that any such proposed
payment or satisfaction will be considered or aggregated in determining whether
a Material Adverse Effect has occurred; (xx) waive the benefits of, or agree to
modify in any material manner, any confidentiality, standstill or similar
agreement to which the Company or any of its subsidiaries is a party; (xxi)
commence a lawsuit except as provided for in the Merger Agreement; (xxii) make
any payment or incur any liability or obligation to obtain any third party
consent to the transactions contemplated under the Merger Agreement, except as
provided in the Merger Agreement; (xxiii) take, or agree to take, any action
that would make any representation or warranty of the Company contained in the
Merger Agreement inaccurate in any respect; or (xxiv) enter into an agreement,
contract, commitment or arrangement to do any of the foregoing, or authorize,
recommend, propose or announce an intention to do any of the foregoing.
NO SOLICITATION
Pursuant to the Merger Agreement, the Company has agreed that the Company
and its officers, directors, employees, representatives and agents will
terminate any ongoing discussions or negotiations with respect to a Takeover
Proposal (as hereinafter defined). The Company has agreed that it will not
authorize or permit any of its officers, directors or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or its subsidiaries to (i) solicit, initiate or
encourage (including by way of furnishing information), or take any other
action to facilitate, any inquiries or the making of any proposal which
constitutes, or may reasonably be expected to lead to, any Takeover Proposal or
(ii) participate in any discussions or negotiations regarding any Takeover
Proposal. For purposes of the Merger Agreement, "Takeover Proposal" means any
inquiry, proposal or offer from any person relating to any direct or indirect
acquisition or purchase of a substantial amount of assets of the Company or any
of its subsidiaries or of over 20% of any class of equity securities of the
Company or any of its subsidiaries, any tender offer or exchange offer that if
consummated would result in any person beneficially owning 20% or more of any
class of equity securities of the Company or any of its subsidiaries, any
merger, consolidation, business combination, sale of substantially all the
assets, recapitalization, liquidation, dissolution or similar transaction
involving the Company or any of its subsidiaries, other than the transactions
contemplated by the Merger Agreement.
Notwithstanding the foregoing, if at any time prior to the Effective Time,
the Board of Directors of the Company determines in good faith, based on the
written opinion of its legal counsel, that it is necessary to do so in order to
comply with its fiduciary duties to the Company's shareholders under applicable
law, the Company may, in response to an unsolicited Takeover Proposal, and
subject to compliance with the Merger Agreement, (i) furnish information with
respect to the Company to any person pursuant to a confidentiality agreement
and (ii) participate in negotiations regarding such Takeover Proposal. The
Company has agreed that neither the Board of Directors of the Company nor any
committee thereof shall (a) withdraw or modify, or propose
-11-
<PAGE>
to withdraw or modify, in a manner adverse to Oracle, the approval or
recommendation by such Board of Directors or such committee of the Merger
Agreement or the Merger, (b) approve or recommend, or propose to approve or
recommend, any Takeover Proposal or (c) cause the Company to enter into any
agreement with respect to any Takeover Proposal. Notwithstanding the foregoing,
in the event that prior to the Effective Time the Board of Directors of the
Company determines in good faith, based on the written opinion of its legal
counsel, that it is necessary to do so in order to comply with its fiduciary
duties to the Company's shareholders under applicable law, the Board of
Directors may withdraw or modify its approval or recommendation of the Merger
Agreement, or the Merger, approve or recommend any Superior Proposal (as
hereinafter defined) or cause the Company to enter into an agreement with
respect to a Superior Proposal, but in each case only at a time that is after
the second business day following Oracle's receipt of written notice advising
Oracle that the Board of Directors of the Company has received a Superior
Proposal, specifying the material terms and conditions of such Superior Proposal
and identifying the person making the Superior Proposal. In addition, if the
Company enters into an agreement with respect to any Superior Proposal, it shall
concurrently with entering into such an agreement pay, or cause to be paid, to
Oracle the Expenses and the Termination Fee. For purposes of the Merger
Agreement, a "Superior Proposal" means any bona fide Takeover Proposal to
acquire, directly or indirectly, for consideration consisting of cash and/or
securities, more than 50% of the Shares then outstanding or all or substantially
all the assets of the Company and otherwise on terms which the Board of
Directors of the Company determines in its good faith judgment (based on the
advice of a financial advisor of nationally recognized reputation) to be more
favorable to the Company's shareholders than the Merger.
ACCESS TO INFORMATION
The Company has agreed to afford Oracle and its representatives access
during normal business hours prior to the Effective Time to the properties,
books, contracts, insurance policies, commitments and records of the Company
and its subsidiaries, and during such period promptly to furnish Oracle with
such other information concerning its business, properties and personnel as
Oracle may reasonably request.
LEGAL COMPLIANCE
Subject to the terms and conditions in the Merger Agreement, each of the
parties to the Merger Agreement has agreed to use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the Merger and the other transactions
contemplated by the Merger Agreement. Pursuant to the Merger Agreement, each
of the Company, Oracle and Acquisition Sub has agreed to take all reasonable
actions necessary to comply promptly with all legal requirements that may be
imposed on it with respect to the Merger Agreement and the transactions
contemplated thereby and to cooperate with, and furnish information to, each
other in connection with any such requirements imposed upon any of them or any
of the subsidiaries in connection with the Merger Agreement and the
transactions contemplated thereby.
-12-
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Oracle has agreed in the Merger Agreement, subject to certain limitations,
that all rights to indemnification with respect to matters occurring through
the Effective Time, existing in favor of directors, officers or employees of
the Company as provided in the Company's Certificate of Incorporation, By-Laws
or certain existing indemnification agreements between the Company and such
parties, shall survive the Merger and shall continue in full force and effect
for a period of not less than six years from the Effective Time. Effective
upon the Effective Time, to the fullest extent permitted by law, Oracle will
guarantee the Company's and Acquisition Sub's performance of the foregoing
obligations of the Company and Acquisition Sub for a period of six years after
the Effective Time. The Company's Certificate of Incorporation, Bylaws and
such existing indemnification agreements provide for indemnification of the
Company's directors and officers under certain circumstances for actions taken
on behalf of the Company.
DISSENTERS' RIGHTS
Shareholders who do not vote in favor of approval and adoption of the
Merger Agreement may in accordance with Section 910 have the right to seek
payment in cash of the fair value of their Shares by complying with the
requirements of Sections 623 and 910 of the NYBCL. Failure of a shareholder to
strictly adhere to the requirements of Sections 623 and 910 of the NYBCL will
result in the loss of such shareholder's dissenter's rights.
A dissenting shareholder must, before the taking of the vote on the Merger
Agreement, file with the Company a written objection. The objection must
include: a notice of the dissenting shareholder's election to dissent; the
shareholder's name and residence address; the number of shares as to which the
shareholder dissents; and a demand for payment of the fair value of such shares
if the Merger is effected. The written objection should be delivered to
Datalogix International Inc., 100 Summit Lake Drive, Valhalla, NY 10595,
Attention: Barbara Arnold, Assistant Secretary, prior to the Special Meeting.
To effectively exercise dissenters' rights, such shareholder may not vote any
of his, her or its shares for the Merger Agreement. Within 10 days after the
vote of shareholders authorizing the Merger Agreement and the Merger, the
Company must give written notice of such authorization to each dissenting
shareholder. Within 20 days after the giving of such notice, any shareholder
who elects to dissent must file with the Company a written notice of such
election, stating such shareholder's name and residence address, the number of
Shares as to which dissent is made and a demand for payment of the fair value
of such shares. Such dissenting shareholder may not dissent as to less than
all Shares beneficially owned by the shareholder. Upon consummation of the
Merger, a dissenting shareholder shall cease to have any of the rights of a
shareholder, except the right to be paid the fair value of the dissenting
shareholder's shares, and any other rights under Section 623. At the time of
filing the notice of election to dissent or within one month thereafter, such
shareholder must submit certificates representing all such Shares to the
Company or its transfer agent. Failure to submit the certificates may result
in the loss of such shareholder's dissenter's rights. Within 15 days after the
expiration of the period within which shareholders may file their notices of
election to dissent, or within 15 days after consummation of the Merger,
whichever is later (but not later than 90 days after the shareholders' vote
authorizing the Merger), the Company must make a written offer (which, if the
-13-
<PAGE>
Merger has not been consummated within such 90 day period, may be conditioned
upon such consummation) to each such dissenting shareholder who has filed such
notice of election to pay for the Shares at a specified price which the Company
considers to be their fair value. If the Company and the dissenting
shareholder are unable to agree as to such fair value, Section 623 provides for
judicial determination of fair value. A vote AGAINST approval and adoption of
the Merger Agreement does not constitute the written objection required to be
filed by a dissenting shareholder. Failure by a shareholder to vote AGAINST
approval and adoption of the Merger Agreement, however, will not constitute a
waiver of rights under Section 623 provided that a written objection has been
properly filed and such shareholder has not voted any of his, her or its shares
FOR the approval and adoption of the Merger Agreement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to add the following exhibit:
EXHIBIT DESCRIPTION
1.1 Amendment No. 1 to Agreement and Plan of Merger dated October 8,
1996 by and among Oracle Corporation, Datalogix International Inc.
and Delphi Acquisition Corporation.
-14-
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 29, 1996
ORACLE CORPORATION
By: /s/ RAYMOND L. OCAMPO JR.
-----------------------------------
Name: Raymond L. Ocampo Jr.
Title: Senior Vice President,
General Counsel and Secretary
DELPHI ACQUISITION CORPORATION
By: /s/ THOMAS THEODORES
-----------------------------------
Name: Thomas Theodores
Title: Vice President and Secretary
-15-
<PAGE>
EXHIBITS TO AMENDMENT NO. 1 TO SCHEDULE 13D
Exhibit Description Page
- ------- ----------- ----
1.1 Amendment No. 1 to Agreement and Plan of
Merger dated October 8, 1996 by and among
Oracle Corporation, Datalogix International
Inc. and Delphi Acquisition Corporation.
-16-
<PAGE>
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 dated as of October 8, 1996 (this "AMENDMENT") to the
Agreement and Plan of Merger dated as of September 24, 1996 (the "ORIGINAL
AGREEMENT") by and among Oracle Corporation, a Delaware corporation ("PARENT"),
Delphi Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of Parent ("PURCHASER"), and Datalogix International Inc., a New York
corporation (the "COMPANY"). Terms used but not otherwise defined herein are
use herein as defined in the Original Agreement.
RECITALS:
WHEREAS, Parent, Purchaser and the Company entered into the Original
Agreement to provide for the merger of Purchaser with and into the Company such
that upon conservation of the Merger, the Company would be a wholly owned
subsidiary of Parent, and the holders of the Shares of the Company would receive
cash in exchange for their Shares; and
WHEREAS, the parties hereto wish to amend the Original Agreement in certain
respects in accordance with Section 8.2 of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the Company, Parent and Purchaser hereby agree as follows:
1. The second parenthetical contained in Section 1.8(a)(2) of the
Original Agreement which currently reads as follows:
"(but in no event later than 14 days after the date hereof)" is amended in
its entirety to read as follows:
"(but in no event later than 16 days after the date hereof)"
2. Section 1.8(f) of the Original Agreement is amended in its entirety to
read as follows:"
(f) Within five days following the date hereof Parent shall provide
to the Company a draft of the information relating to Parent and Purchaser
required to be included in the Proxy Statement and shall update and modify
such information prior to the twelfth day after the date hereof to be
complete and accurate in all material respects."
3. Section 2.1(b) of the Original Agreement is amended in its entirely to
read as follows:
<PAGE>
"(b) CANCELLATION OF TREASURY STOCK AND PARENT OWNED STOCK. All
Shares (and the associated Preferred Share Purchase Rights (collectively,
the "RIGHTS") issued pursuant to a Rights Agreement dated as of August 27,
1996 between the Company and The First National Bank of Boston, as Rights
Agent (the "RIGHTS AGREEMENT") that are owned by the Company or any
subsidiary of the Company and any Shares (and associated Rights) owned by
Parent or any subsidiary of Parent shall be canceled and retired and shall
cease to exist and no consideration shall be delivered in exchange
therefor."
2. Section 2.4(a) of the Original Agreement is amended by adding at the
end thereof the following language:
"No fractional share of common stock of Parent shall be issued upon
exercise of any Employee Stock Option, and any and all fractional shares
shall therefore be cancelled."
3. This Amendment may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when two or more counterparts have been signed by each of the parties and
delivered to the other parties.
4. This Amendment and the legal relations between the parties hereto will
be governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to the choice of law principles thereof.
-2-
<PAGE>
IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this
Amendment to be signed by their respective officers thereunto duly authorized as
of the date first written above.
ORACLE CORPORATION
By: /s/ Thomas Theodores
------------------------------
Name: Thomas Theodores
Title: Vice President, Legal
DELPHI ACQUISITION CORPORATION
By: /s/ Thomas Theodores
------------------------------
Name: Thomas Theodores
Title: Vice President and Secretary
DATALOGIX INTERNATIONAL INC.
By: /s/ Raymond V. Sozzi
------------------------------
Name: Raymond V. Sozzi
Title: President and Acting Chief
Executive Officer
-3-
