<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORACLE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2871189
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
Thomas Theodores
Vice President, Acting General Counsel & Secretary
Oracle 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)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
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) 52,000,000 $42.625 $2,216,500,000 $671,667
- -----------------------------------------------------------------------------------------------
</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 on December 20, 1996.
(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 19 Pages
Exhibit Index at Page 11
<PAGE>
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 December 30, 1996, attorneys of the Venture Law Group, which
have performed services with respect to this Registration Statement,
beneficially owned approximately 51,000 shares of the Registrant's Common Stock.
II-1
<PAGE>
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
directors' 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 provide 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 it 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>
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
- ------ -------
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) Amendment Number One to Rights Agreement between Registrant and
the Bank of America, N.T. & S.A. dated January 24, 1994.
4.08 (1) Registrant's Bylaws, as adopted October 30, 1986.
4.09 (7) Amendment to Registrant's Bylaws dated January 13, 1989.
4.10 (5) Amendment to Registrant's Bylaws dated December 3, 1990.
4.11 (1) Specimen Certificate of Registrant's Common Stock.
4.12 (8) Certificate of Amendment of Certificate of Incorporation dated
January 13, 1995.
4.13 Rights Agent Agreement between Registrant and The First National
Bank of Boston, dated as of August 5, 1996.
4.14 Certificate of Amendment of Certificate of Incorporation dated
October 29, 1996.
II-3
<PAGE>
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-9).
24.01 Power of Attorney (see page II-7).
______________
(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.
(8) Incorporated by reference to the Form 10-K filed on August 25, 1995.
II-4
<PAGE>
ITEM 9. UNDERTAKINGS.
A. The 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,
represents 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 with or furnished to the
Commission 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 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 in the opinion of the Commission
such indemnification is against public policy as
II-5
<PAGE>
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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Oracle 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 December 30, 1996.
ORACLE 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 Jeffrey O. Henley 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-7
<PAGE>
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 Chief Executive Officer and December 30, 1996
- ------------------------
Lawrence J. Ellison Chairman of the Board
Principal Financial Officer:
/s/ Jeffrey O. Henley Executive Vice President, Chief December 30, 1996
- ---------------------
Jeffrey O. Henley Financial Officer and Director
Principal Accounting
Officer:
/s/ Thomas A. Williams Vice President and Corporate December 30, 1996
- ----------------------
Thomas A. Williams Controller
Directors:
/s/ Raymond J. Lane President, Chief Operating December 30, 1996
- -------------------
Raymond J. Lane Officer and Director
/s/ Donald L. Lucas Director December 30, 1996
- -------------------
Donald L. Lucas
/s/ Delbert W. Yocam Director December 30, 1996
- --------------------
Delbert W. Yocam
/s/ Dr. Michael J. Boskin Director December 30, 1996
- -------------------------
Dr. Michael J. Boskin
_________________________ Director
Jack F. Kemp
</TABLE>
II-8
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated June 19, 1996 included in Oracle Corporation's Form 10-K for the year
ended May 31, 1996.
/s/ ARTHUR ANDERSEN L.L.P.
San Jose, California
December 30, 1996
II-9
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION PAGE NO.
- -------------- ------------------- --------
4.13 Rights Agent Agreement between Registrant 12
and The First National Bank of Boston, dated
as of August 5, 1996.
4.14 Certificate of Amendment of Certificate of 14
Incorporation dated October 29, 1996.
5.01 Opinion of Venture Law Group. 15
5.02 Opinion of Morris, Nichols, Arsht & Tunnell. 16
<PAGE>
EXHIBIT 4.13
RIGHTS AGENT AGREEMENT
THIS RIGHTS AGENT AGREEMENT (this "Agreement") dated as of August 5, 1996
is between Oracle Corporation, a Delaware corporation (the "Company") and The
First National Bank of Boston ("Bank of Boston").
RECITALS
--------
A. The Company entered into a Rights Agreement dated as of December 3,
1990 (as amended, the "Rights Agreement"), with Bank of America, N.T.& S.A.
("Bank of America"), as Rights Agent.
B. Pursuant to Section 21 of the Rights Agreement, effective August 1,
1991, the Company removed Bank of America as Rights Agent and appointed Harris
Trust Company of California ("Harris Trust") as the successor Rights Agent.
C. In accordance with Section 21 of the Rights Agreement, on August 5,
1996, the Company removed Harris Trust as Rights Agent under the Rights
Agreement and appointed Bank of Boston as the successor Rights Agent.
AGREEMENT
---------
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
1. Appointment. The Company hereby appoints Bank of Boston to act as
-----------
Rights Agent under the Rights Agreement until such time as the Rights Agreement
is terminated or Bank of Boston resigns or is removed as Rights Agent pursuant
to Section 21 of the Rights Agreement.
2. Duties and Responsibilities. Bank of Boston hereby accepts the duties
---------------------------
and responsibilities of Rights Agent as set forth in the Rights Agreement and
agrees to comply with the terms and conditions contained in the Rights
Agreement.
3. Successors. All of the provisions of this Agreement by or for the
----------
benefit of the Company or Bank of Boston shall bind and inure to the benefit of
their respective successors and assigns hereunder.
4. Severability. If any term, provision, covenant or restriction of this
------------
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, then such term, provision, covenant or
restriction shall be enforced to the maximum extent
<PAGE>
permissible, and the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
5. Governing Law. This Agreement shall be deemed to be a contract made
-------------
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.
6. Counterparts. This Agreement may be executed in any number of
------------
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
ORACLE CORPORATION
By: /s/ Bruce Lange
-----------------------
Its: Treasurer
----------------------
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Laura A. Welch
-----------------------
Its: Managing Director
----------------------
<PAGE>
EXHIBIT 4.14
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Oracle Corporation, a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Oracle Corporation, and the date of
filing of its original Certificate of Incorporation with the Secretary of State
was October 29, 1986.
2. Article 4 of the Certificate of Incorporation is amended to read, in
full, as follows:
"The total number of shares of stock of all classes which the corporation
has the authority to issue is 2,001,000,000, consisting of 2,000,000,000
shares of Common Stock with a par value of $0.01 per share, and 1,000,000
shares of Preferred Stock with a par value of $0.01 per share."
3. This Certificate of Amendment of Certificate of Incorporation has been
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Oracle Corporation has caused this Certificate to be
signed and attested by its duly authorized officers as of this 29th day of
October, 1996.
ORACLE CORPORATION,
a Delaware corporation
By: /s/ Raymond L. Ocampo Jr.
-------------------------
Raymond L. Ocampo Jr.
Senior Vice President, General
Counsel & Corporate Secretary
ATTEST:
By: /s/ Thomas Theodores
--------------------
Assistant Secretary
Thomas Theodores
<PAGE>
EXHIBIT 5.01
[Venture Law Group Letterhead]
December 30, 1996
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") executed by Oracle Corporation (the
"Company") on or about December 30, 1996 and to be filed with the Securities and
Exchange Commission on December 30, 1996 in connection with the registration
under the Securities Act of 1933, as amended, of 52,000,000 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 The First National Bank of Boston
(successor Rights Agent to Bank of America N.T. & S.A. and Harris Trust Company
of California) 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 (the "Plan"). It
is our opinion that the Plan Shares, when subsequently issued and outstanding
pursuant to the terms of the 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>
EXHIBIT 5.02
[Morris, Nichols, Arsht & Tunnell Letterhead]
December 30, 1996
Oracle 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 Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on or about December 30, 1996, to register
52,000,000 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 the First National Bank of Boston (a
successor Rights Agent for Bank of America, NT & SA) (the "Rights Agent"), dated
December 3, 1990, as amended (the "Rights Agreement").
<PAGE>
Oracle Corporation
December 30, 1996
Page 2
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.
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
<PAGE>
Oracle Corporation
December 30, 1996
Page 3
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.
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.
<PAGE>
Oracle Corporation
December 30, 1996
Page 4
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
