<PAGE>
As filed with the Securities and Exchange Commission on December 10, 1997
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
500 Oracle Parkway
Redwood City, California 94065
(Address of Principal Executive Offices Including Zip Code)
ORACLE CORPORATION 1993 DEFERRED COMPENSATION PLAN
(Full title of the plan)
Daniel Cooperman
Senior Vice President, General Counsel & Secretary
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
(Name and address of agent for service)
(650) 506-7000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Per Aggregate Offering Registration
Be Registered Registered Obligation Price Fee
- -------------------------------------------------------------------------------------
Deferred $25,000,000 100% $25,000,000 (2) $7,576
Compensation
Obligations (1)
________________________________________________________________________________
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Oracle
Corporation to pay deferred compensation in the future in accordance with the
terms of the Oracle Corporation 1993 Deferred Compensation Plan, as amended
January 1, 1998.
(2) Estimated solely for the purpose of determining the registration fee.
Page 1 of 27 Pages
Exhibit Index at Page 10
<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 Annual Report, on Form 10-K for the year ended May 31,
1997, including portions of the Registrant's definitive Proxy Statement
dated September 4, 1997, filed in connection with the Registrant's 1997
Annual Meeting of Stockholders.
2. The Registrant's quarterly report on Form 10-Q for the quarter ended
August 31, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, 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.
Under the Oracle Corporation 1993 Deferred Compensation Plan, as amended
and restated effective January 1, 1998 (the "Plan"), the Registrant will
provide employees who are eligible to participate, as defined therein, the
opportunity to enter into agreements for the deferral of a specified amount or
percentage of their cash compensation. The amount of compensation to be deferred
by each participating employee (each, a "Participant") will be determined in
accordance with the Plan based on elections by each Participant.
The Registrant will be obligated to deliver at a future date deferred
compensation credited to a Participant's account under the Plan, adjusted for
any positive or negative investment results from funds selected by the
Participant from those available under the Plan (each, an "Obligation" and
collectively, the "Obligations"). The Obligations are unsecured general
obligations of the Registrant and rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant. The Obligations are not
transferable except upon death of the Participant. There is no trading market
for the Obligations.
Each Obligation will be payable in cash, commencing upon a
Participant's termination of employment with Oracle or such Participant reaching
age 59 and 1/2 and made in the form of a lump sum payment or in quarterly
installments over a five-year or ten-year
Page 2 of 27 Pages
Exhibit Index at Page 10
<PAGE>
period, depending upon elections made by each Participant at the time of
enrollment. The Registrant has entered into a trust agreement with a trustee
under an irrevocable trust (the "Trust"), the amounts allocated to which and the
earnings thereon shall be used to satisfy the obligations of the Company under
the Plan. The Trust is a "grantor trust" for state and federal income tax
purposes. However, the Plan itself is unfunded, the Participants have no rights
in the Trust and the assets of the Trust shall at all times be subject to the
claims of the general creditors of the Company.
The Obligation to a Participant may be paid by the Company, in the
discretion of the committee that administers the Plan, upon his or her death or
termination of employment with the Company. The Registrant reserves the right
to amend or terminate the Plan at any time, including a retroactive amendment;
provided, however, that no such action shall adversely affect a Participant's
benefits under the Plan without the Participant's written consent.
ITEM 5. INTERESTS OF EXPERTS AND NAMED COUNSEL.
As of December 1, 1997, attorneys of the Venture Law Group, which have
performed services with respect to this Registration Statement, beneficially
owned approximately 76,000 shares of the Registrant's Common Stock.
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 or 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
Page 3 of 27 Pages
Exhibit Index at Page 10
<PAGE>
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.
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
- ------ -------
4.01 Oracle Corporation 1993 Deferred Compensation Plan, as amended
and restated as of January 1, 1998.
5.01 Opinion of Venture Law Group.
23.01 Consent of Venture Law Group (included in Exhibit 5.01).
23.02 Consent of Independent Public Accountants (see page 9).
24.01 Power of Attorney (see page 7).
Page 4 of 27 Pages
Exhibit Index at Page 10
<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 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
Page 5 of 27 Pages
Exhibit Index at Page 10
<PAGE>
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.
Page 6 of 27 Pages
Exhibit Index at Page 10
<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
9, 1997.
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 Daniel Cooperman, 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.
Page 7 of 27 Pages
Exhibit Index at Page 10
<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
Principal Executive Officer:
<S> <C> <C>
/s/Lawrence J. Ellison Chief Executive Officer and December 9, 1997
- ------------------------- Chairman of the Board
Lawrence J. Ellison
Principal Financial Officer:
/s/Jeffrey O. Henley Executive Vice President, December 9, 1997
- ------------------------- Chief Financial Officer and
Jeffrey O. Henley Director
Principal Accounting Officer:
/s/Thomas A. Williams Vice President and Corporate December 9, 1997
- ------------------------- Controller
Thomas A. Williams
Directors:
/s/Raymond J. Lane President, Chief Operating December 8, 1997
- ------------------------- Officer and Director
Raymond J. Lane
/s/Donald L. Lucas Director December 9, 1997
- -------------------------
Donald L. Lucas
/s/Jeffrey Berg Director December 4, 1997
- -------------------------
Jeffrey Berg
/s/Michael J. Boskin Director December 9, 1997
- -------------------------
Michael J. Boskin
/s/Jack F. Kemp Director December 9, 1997
- -------------------------
Jack F. Kemp
/s/Richard A. McGinn Director December 4, 1997
- -------------------------
Richard A. McGinn
</TABLE>
Page 8 of 27 Pages
Exhibit Index at Page 10
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
June 16, 1997 included in Oracle Corporation's Form 10-K for the year ended May
31, 1997.
/s/ARTHUR ANDERSEN L.L.P.
San Jose, California
December 9, 1997
Page 9 of 27 Pages
Exhibit Index at Page 10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT DESCRIPTION PAGE NO.
- -------------- ------------------- --------
<S> <C> <C>
4.01 Oracle Corporation
1993 Deferred Compensation Plan
as amended and restated as of
January 1, 1998. 11
5.01 Opinion of Venture Law Group. 27
23.02 Consent of Independent Public Accountants 9
24.01 Power of Attorney 7
</TABLE>
Page 10 of 27 Pages
Exhibit Index at Page 10
<PAGE>
EXHIBIT 4.01
ORACLE CORPORATION
1993 DEFERRED COMPENSATION PLAN
(Amended and Restated as of January 1, 1998)
Page 11 of 27 Pages
Exhibit Index at Page 10
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Plan Provisions Page
- --------------- ----
<S> <C> <C>
Section 1 - Definitions 1
Section 2 - Eligibility 3
Section 3 - Deferred Compensation 3
Section 4 - Designation of Beneficiary 6
Section 5 - Change in Control 7
Section 6 - Trust Provisions 7
Section 7 - Amendment and Termination 7
Section 8 - Administration 8
Section 9 - General and Miscellaneous 8
Appendices
- -------------
Appendix 1 - Acknowledgment 11
Appendix 2 - Distribution Election 12
Appendix 3 - Election of Deferral 13
Appendix 4 - Beneficiary Designation 14
</TABLE>
Page 12 of 27 Pages
Exhibit Index at Page 10
<PAGE>
ORACLE CORPORATION
1993 DEFERRED COMPENSATION PLAN
(Amended and Restated as of January 1, 1998)
Oracle Corporation, a Delaware Corporation (referred to hereafter as "Employer")
hereby establishes an unfunded plan for the purpose of providing deferred
compensation for a select group of management and highly compensated employees.
RECITALS
WHEREAS, those employees identified by the Compensation Committee of the Board
of Directors of Employer or any other committee designated by the Board of
Directors of Employer to administer this Plan in accordance with Section 8
hereof (hereinafter referred to as the "Committee") as eligible to participate
in this Plan (each of whom are referred to hereafter as the "Employee" or
collectively as the "Employees") are employed by Employer;
WHEREAS, Employer desires to adopt an unfunded deferred compensation plan and
the Employees desire Employer to pay certain deferred compensation and/or
related benefits to or for the benefit of Employees, or a designated
Beneficiary, or both; and
NOW THEREFORE, Employer hereby establishes this deferred compensation plan.
SECTION 1
DEFINITIONS
1.1 "Account" shall mean the separate account(s) established under this
Plan and the Trust for each participating Employee. Employer shall furnish each
participant with an annual statement of his or her account balance.
1.2 "Beneficiary" shall mean the Beneficiary designated by the Employee to
receive Employee's deferred compensation benefits in the event of his or her
death.
1.3 "Change in Control" shall have the meaning set forth in Section 5.1
hereof.
Page 13 of 27 Pages
Exhibit Index at Page 10
<PAGE>
1.4 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time, and the rules and regulations promulgated thereunder.
1.5 "Committee" shall mean the Compensation Committee of the Board of
Directors of Employer or any other committee designated by the Board of
Directors of Employer to administer this Plan in accordance with Section 8
hereof.
1.6 "Employee" shall mean each Employee of Employer designated by Employer
to be entitled to deferred compensation pursuant to this Plan; references to
Employee herein shall include references to an Employee's Beneficiary where the
context so requires.
1.7 "Employer" shall mean Oracle Corporation, a Delaware Corporation, and
any successor organization thereto.
1.8 "Hardship" shall have the meaning set forth in Section 3.5 hereof.
1.9 "Plan" shall mean the Oracle Corporation 1993 Deferred Compensation
Plan, as amended.
1.10 "Permanent Disability" shall mean that the Employee is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or otherwise meets the definition of "Permanent Disability" as set forth
in Employer's Long Term Disability Plan. An Employee will not be considered to
have a Permanent Disability unless he or she furnishes proof of such condition
sufficient to satisfy Employer, in its sole discretion.
1.11 "Trust" or "Trust Agreement" shall mean the Oracle Corporation 1993
Deferred Compensation Plan Trust Agreement, including any amendments thereto,
entered into between Employer and the Trustee to carry out the provisions of the
Plan.
1.12 "Trust Fund" shall mean the cash and other properties held and
administered by Trustee pursuant to the Trust to carry out the provisions of the
Plan.
1.13 "Trustee" shall mean the designated Trustee acting at any time under
the Trust.
Page 14 of 27 Pages
Exhibit Index at Page 10
<PAGE>
SECTION 2
ELIGIBILITY
2.1 Eligibility. Excepting the first year of the Plan, eligibility to
-----------
participate in the Plan in a calendar year shall be limited to Employees of
Employer who are selected by the Committee (or its designee), in its sole
discretion, which Employees generally shall either be Employees (i) whose
annualized base salary in United States Dollars determined as of September 30 of
the prior calendar year equals or exceeds $150,000, or (ii) who participated in
the Plan in the prior calendar year. For purposes of this Section 2.1 and
Appendix 3 hereto, "base salary" means an Employee's regular compensation
without reduction for compensation deferred pursuant to all qualified and non-
qualified plans of Employer, but excluding all of the following: bonuses,
commissions, overtime, incentive payments, non-monetary awards, and other
special compensation.
SECTION 3
DEFERRED COMPENSATION
3.1 Deferred Compensation. Participation in the Plan shall commence as of
---------------------
the date an Acknowledgment (in the form attached hereto as Appendix 1) is signed
by the Employee and delivered to Employer, provided that deferral of
compensation under the Plan shall not commence until the Employee has complied
with the election procedures set forth in Section 3.3. Each participating
Employee may elect, in accordance with Section 3.3 of this Plan, to defer
annually the receipt of a portion of the compensation otherwise payable to him
or her by Employer during each calendar year or portion of a calendar year that
the Employee shall be employed by Employer. Any compensation deferred pursuant
to this Section shall be recorded by Employer in an Account, maintained in the
name of the Employee, which Account shall be credited with a dollar amount equal
to the total amount of compensation deferred during each calendar year under the
Plan together with earnings thereon credited in accordance with Section 3.7.
The amount or percentage of compensation that Employee elects to defer under
this Section 3.1 will remain constant until suspended or modified by the filing
of another election with Employer by the Employee in accordance with Section 3.3
of the Plan. All deferrals pursuant to this Section 3.1 shall be fully vested
at all times. No election will be permitted that provides for
Page 15 of 27 Pages
Exhibit Index at Page 10
<PAGE>
deferral of an amount (or a percentage which the Committee determines will
result in deferral of an amount) less than $5,000 during any calendar year.
3.2 Payment Of Account Balances. (a) The Employee shall elect whether he
---------------------------
or she will receive distribution(s) from his or her Account (i) upon reaching
age 59 1/2, or (ii) upon termination of employment of Employee with Employer.
The Employee also shall elect whether distribution(s) of the amounts credited to
Employee's Account, including earnings (if any) credited thereto pursuant to
Section 3.7, will be in a lump sum, or in installments over a period of five (5)
years or ten (10) years. Such elections shall be made at the time that the
Employee elects to participate in the Plan and no modifications to such
elections shall be permitted thereafter, except that an Employee may make a one-
time change in calendar year 1996 to change the Employee's distribution election
from (a) a lump sum distribution or (b) installments paid over five (5) years to
installments paid over ten (10) years solely with respect to compensation earned
by such Employee for the calendar year commencing January 1, 1997 and subsequent
calendar years in which Employee participates in the Plan. The Employee's
payment and distribution elections shall be in the form attached hereto as
Appendix 2.
(b) Upon the death of Employee after the date of termination of employment
with Employer but before complete distribution to him or her of the entire
balance of his or her Account, Employer may, in the sole discretion of the
Committee, pay the balance of his or her Account(s) to Employee's designated
Beneficiary in the form of one lump sum payment (notwithstanding any election to
receive distributions under clause (i) of Section 3.2(a) or in installments).
(c) Notwithstanding any other provision of this Plan, upon termination of
Employee's employment with Employer whether by reason of death or Permanent
Disability or otherwise, Employer may, in the sole discretion of the Committee,
distribute to Employee or Employee's designated Beneficiary all amounts credited
to the Employee's Account as of the date of such termination.
(d) A distribution shall be made or commence on the seventeenth (17th) day
of the month (or the first business day after the seventeenth) following the
calendar quarter in which the event triggering a distribution under any of the
foregoing subsections of this Section 3.2 occurs. Subsequent distributions, if
any, shall be made on each quarter-annual anniversary date of the date of the
first distribution. Each such distribution, if any, shall
Page 16 of 27 Pages
Exhibit Index at Page 10
<PAGE>
include interest or other earnings credited to the balance of an Employee's
Account remaining unpaid.
3.3 Election To Defer Compensation. The Employee's election to defer
------------------------------
compensation as provided in Section 3.1 of this Plan shall be in writing, signed
by the Employee, and delivered to Employer, together with all other documents
required under the preceding provisions of this Plan to be submitted herewith,
at least twenty (20) days prior to January 1 of the calendar year in which the
compensation to be deferred is otherwise payable to Employee; provided,
however, that the Committee shall have the discretion to designate a different
election period in any year so long as such election period expires prior to
January 1 of the calendar year in which the compensation to be deferred is
otherwise payable to Employee. Such election (and any subsequent election) will
continue until suspended or modified in writing delivered by Employee to
Employer, which new election shall only apply to compensation otherwise payable
to Employee after the end of the calendar year in which such election is
delivered to Employer. Any deferral election made by Employee shall be
irrevocable with respect to any compensation covered by such election, including
the compensation payable in the calendar year in which the election suspending
or modifying the prior deferral election is delivered to Employer. Absent a
suspension or modification election, such original election shall remain in
effect from year to year until the date for distribution of the Employee's
Account elected under Section 3.1. Employer shall withhold the amount or
percentage of base salary specified to be deferred in equal amounts for each
payroll period and shall withhold the amount or percentage of cash bonus
specified to be deferred at the time or times such bonus is or otherwise would
be paid to the Employee. The election to defer compensation shall be in the
form attached as Appendix 3.
3.4 Payment Upon Change in Control. Notwithstanding any other provisions
------------------------------
of this Plan, the aggregate balance credited to and held in the Employee's
Account shall be distributed to the Employee in a lump sum within thirty (30)
days of a Change in Control, as defined in Section 5.1.
3.5 Hardship. An Employee shall be entitled to distributions from his or
--------
her Account to the extent that the Employee demonstrates to the reasonable
satisfaction of the Committee that he or she needs the funds due to Hardship.
For purposes of this Section 3.5, a distribution is made on account of Hardship
only if the distribution is made on account of an immediate and heavy financial
need of the Employee, is necessary to satisfy
Page 17 of 27 Pages
Exhibit Index at Page 10
<PAGE>
the financial need, and if the financial need was not reasonably foreseeable by
the Employee. Whether an Employee has an immediate and heavy financial need
shall be determined by the Committee based on all relevant facts and
circumstances, and shall include, but not be limited to: the need to pay
funeral expenses of a family member; the need to pay expenses for medical care
for Employee, the Employee's spouse or any dependent of Employee; or payments
necessary to prevent the eviction of Employee from Employee's principal
residence or foreclosure on the mortgage on that residence.
3.6 Employee's Rights Unsecured. The right of the Employee or his or her
---------------------------
designated Beneficiary to receive a distribution hereunder shall be an unsecured
claim against the general assets of Employer, and neither the Employee nor his
or her designated Beneficiary shall have any rights in or against any amount
credited to his or her Account or any other specific assets of Employer, except
as otherwise provided in the Trust.
3.7 Investment of Contribution. (a) All amounts credited to an Account
--------------------------
shall be credited with the actual earnings, which may be positive or negative
(hereinafter and previously sometimes referred to as "interest or other
earnings") generated by such amounts, from investments made by the Trustee,
until the Account has been fully distributed to the Employee or to the
Beneficiary designated by the Employee in a writing delivered to Employer.
(b) Employer shall credit interest or other earnings on investment of
amounts in any and all Accounts to the respective Account on the date received
until final distribution of the Account.
SECTION 4
DESIGNATION OF BENEFICIARY
4.1 Designation of Beneficiary. Employee may designate a Beneficiary to
--------------------------
receive any amount due hereunder by Employee via written notice thereof to
Employer at any time prior to his or her death and may revoke or change the
Beneficiary designated therein without the Beneficiary's consent by written
notice delivered to Employer at any time and from time to time prior to
Employee's death, provided that any such designation or change of designation
naming a Beneficiary other than the Employee's spouse shall be effective in the
case of an Employee resident in a community property state only if spousal
consent is provided. If Employee shall have failed to designate a Beneficiary,
or if no such
Page 18 of 27 Pages
Exhibit Index at Page 10
<PAGE>
Beneficiary shall survive him or her, then such amount shall be paid to the
Employee's estate. Designation of a Beneficiary shall be in the form attached
hereto as Appendix 4.
SECTION 5
CHANGE IN CONTROL
5.1 Change in Control. For purposes of this Plan, a Change in Control
-----------------
shall mean (a) the purchase or other acquisition by any person, entity, or group
of persons, within the meaning of section 13(d) or 14(d) of the Securities
Exchange Act of 1934 ("Act"), or any comparable successor provisions, of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Act) of fifty percent (50%) or more of either the outstanding shares of common
stock or the combined voting power of Employer's then outstanding voting
securities entitled to vote generally, or (b) the approval by the stockholders
of Employer of a reorganization, merger, or consolidation, in each case, with
respect to which persons who were stockholders of Employer immediately prior to
such reorganization, merger or consolidation do not, immediately thereafter, own
more than fifty percent (50%) of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated Employer's then outstanding securities, or a liquidation or
dissolution of Employer or of the sale of all or substantially all of Employer's
assets.
SECTION 6
TRUST PROVISIONS
6.1 Trust Agreement. Employer may establish the Trust for the purpose of
---------------
retaining assets set aside by Employer pursuant to the Trust Agreement for
payment of all or a portion of the amounts payable pursuant to the Plan. Any
benefits not paid from the Trust shall be paid from Employer's general funds,
and any benefits paid from the Trust shall be credited against and reduce by a
corresponding amount Employer's liability to Employees under the Plan. All
Trust Funds shall be subject to the claims of general creditors of Employer in
the event Employer is Insolvent as defined in Section 3 of the Trust Agreement.
The obligations of Employer to pay benefits under the Plan constitute an
unfunded, unsecured promise to pay and Employees shall have no greater rights
than general creditors of Employer.
Page 19 of 27 Pages
Exhibit Index at Page 10
<PAGE>
SECTION 7
AMENDMENT AND TERMINATION
7.1 Amendment. The Committee shall have the right to amend this Plan at
---------
any time and from time to time, including a retroactive amendment. Any such
amendment shall become effective upon the date stated therein, and shall be
binding on all Employees, except as otherwise provided in such amendment;
provided, however, that said amendment shall not affect benefits adversely to
the affected Employee without the Employee's written approval. Benefits
accruing to an Employee pursuant to any employment agreement in effect between
Employer and Employee which entitles the Employee to participate in and to
certain rights under this Plan shall not be affected by an amendment of this
Plan.
SECTION 8
ADMINISTRATION
8.1 Administration. The Committee shall have complete authority to
--------------
administer the Plan, interpret the terms of the Plan, determine eligibility of
Employees to participate in the Plan, reduce the amount to be deferred under the
Plan as to any Employee, and make all other determinations and take all other
actions in accordance with the terms of the Plan and the Trust Agreement. Any
determination or decision by the Committee shall be conclusive and binding on
all persons who at any time have or claim to have any interest whatever under
this Plan.
8.2 Liability of Committee, Indemnification. To the extent permitted by
---------------------------------------
law, the Committee shall not be liable to any person for any action taken or
omitted in connection with the interpretation and administration of this Plan
unless attributable to his or her own bad faith or willful misconduct.
8.3 Expenses. The costs of the establishment of the Plan and the adoption
--------
of the Plan by Employer, including but not limited to legal and accounting fees,
shall be borne by Employer. The expenses of administering the Plan shall be
borne by the Trust; provided, however, that Employer shall bear, and shall not
be reimbursed by, the Trust for any tax liability of Employer associated with
the investment of assets by the Trust.
Page 20 of 27 Pages
Exhibit Index at Page 10
<PAGE>
SECTION 9
GENERAL AND MISCELLANEOUS
9.1 Rights Against Employer. Except as expressly provided by the Plan,
-----------------------
the establishment of this Plan shall not be construed as giving to any Employee
or to any person whomsoever, any legal, equitable or other rights against
Employer, or against its officers, directors, agents or shareholders, or as
giving to any Employee or Beneficiary any equity or other interest in the
assets, business or shares of Employer stock or giving any Employee the right to
be retained in the employment of Employer. All Employees shall be subject to
discharge (with or without cause) to the same extent they would have been if
this Plan had never been adopted. The rights of an Employee hereunder shall be
solely those of an unsecured general creditor of Employer. Nothing in the Plan
should be construed to require any contributions to the Plan on behalf of an
Employee by Employer.
9.2 Assignment or Transfer. No right, title or interest of any kind in the
----------------------
Plan shall be transferable or assignable by any Employee or Beneficiary or be
subject to alienation, anticipation, encumbrance, garnishment, attachment,
execution or levy of any kind, whether voluntary or involuntary, nor subject to
the debts, contracts, liabilities, engagements, or torts of the Employee or
Beneficiary. Any attempt to alienate, anticipate, encumber, sell, transfer,
assign, pledge, garnish, attach or otherwise subject to legal or equitable
process or encumber or dispose of any interest in the Plan shall be void.
9.3 Severability. If any provision of this Plan shall be declared illegal
------------
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of this Plan but shall be fully severable, and this Plan
shall be construed and enforced as if said illegal or invalid provision had
never been inserted herein.
9.4 Construction. The article and section headings and numbers are
------------
included only for convenience of reference and are not to be taken as limiting
or extending the meaning of any of the terms and provisions of this Plan.
Whenever appropriate, words used in the singular shall include the plural or the
plural may be read as the singular. When used herein, the masculine gender
includes the feminine gender.
9.5 Governing Law. The validity and effect of this Plan and the rights and
-------------
obligations of all persons affected hereby shall be construed and determined in
accordance
Page 21 of 27 Pages
Exhibit Index at Page 10
<PAGE>
with the laws of the State of California unless superseded by federal law, which
shall govern correspondingly.
9.6 Payment Due to Incompetence. If the Committee receives evidence that
---------------------------
an Employee or Beneficiary entitled to receive any payment under the Plan is
physically or mentally incompetent to receive such payment, the Committee may,
in its sole and absolute discretion, direct the payment to any other person or
Trust which has been legally appointed by the courts.
9.7 Taxes. All amounts payable hereunder shall be reduced by any and all
-----
federal, state, and local taxes imposed upon Employee or his or her Beneficiary
which are required to be paid or withheld by Employer. The determination of
Employer regarding applicable income and employment tax withholding requirements
shall be final and binding on Employee.
9.8 Insurance. In the event that any Employee elects, in his or her sole
---------
discretion, to independently purchase an insurance policy covering the inability
of the Plan or the Trust to make any payments to which Employee is entitled
under the Plan or the Trust, Employer shall use its best efforts to facilitate
the payment by Employee of any excise taxes which become due as the result of
the payment of premiums under such policy. Nothing contained herein shall be
construed as an endorsement by Employer of the purchase of such a policy or a
recommendation by Employer that the purchase of such a policy is necessary or
desirable as the result of Employee's participation in the Plan.
Page 22 of 27 Pages
Exhibit Index at Page 10
<PAGE>
APPENDIX 1
ACKNOWLEDGMENT
I hereby acknowledge that Employer has selected me as a participant in the
Oracle Corporation 1993 Deferred Compensation Plan, subject to all terms and
conditions of the Plan, a copy of which has been received, read, and understood
by me in conjunction with executing this Acknowledgment. I acknowledge that I
have had a satisfactory opportunity to ask questions regarding my participation
in the Plan and have received satisfactory answers to any questions asked. I
also acknowledge that I have sufficient knowledge and experience in financial
and business matters to be capable of evaluating the merits and risks of
participation in the Plan. I understand that my participation in the Plan shall
not begin until this Acknowledgment has been signed by me and returned to
Employer.
I UNDERSTAND THAT MY CONTRIBUTIONS TO THE ORACLE CORPORATION 401(K) SAVINGS AND
INVESTMENT PLAN WILL BE BASED UPON AMOUNTS REMAINING AFTER DEFERRALS ARE MADE
PURSUANT TO MY ELECTION UNDER THE ORACLE CORPORATION 1993 DEFERRED COMPENSATION
PLAN. EXAMPLES ILLUSTRATING THE MECHANICS OF THESE CALCULATIONS ARE CONTAINED IN
THE PLAN PROSPECTUS THAT ACCOMPANIES THIS ELECTION FORM AND I HAVE HAD THE
OPPORTUNITY TO REVIEW SUCH EXAMPLES.
Please check the line below if the following statement is true (qualification to
participate in the Plan does not require that you be able to check below):
____ (1) My income exceeded $200,000 (or my joint income with my spouse
exceeded $300,000) in each of the calendar years 1995 and 1996, and I
reasonably expect that my income for calendar year 1997 will exceed
$200,000 (or my joint income with my spouse will exceed $300,000), or (2)
my net worth (or my joint net worth with my spouse) exceeds $1,000,000.
Check here ___ if you participated in the Plan in 1997 and do not wish to
change any of your deferral elections for 1998 (otherwise, please fill our
Appendix 3).
Employee:
Signed: _______________________________ Date:__________________
Name: ________________________________
Page 23 of 27 Pages
Exhibit Index at Page 10
<PAGE>
APPENDIX 2
DISTRIBUTION ELECTION
I have read the enclosed notice relating to H.R. 394, the State Taxation of
Pension Income Act of 1995. Pursuant to Section 3.3 of the Oracle Corporation
1993 Deferred Compensation Plan (the "Plan"), I hereby irrevocably elect to have
all amounts credited to my Account, together with any interest or other earnings
credited thereon, distributed to me on the terms elected below:
I elect to have any distributions of money covered by this Plan paid to me as
follows:
_____ upon reaching age 59 1/2.
_____ upon termination of employment.
Once you have elected a distribution option, you may not change it either for
the current year or for subsequent years.
I elect to have any distribution of money covered by an election to receive
distribution paid to me in:
_____ a lump sum.
_____ an annuity of twenty (20) quarter-annual installments determined as
of each installment date by dividing the entire amount in my Account
(including interest and other earnings) by the number of installments then
remaining to be paid.
_____ an annuity of forty (40) quarter-annual installments determined as
of each installment date by dividing the entire amount in my Account
(including interest and other earnings) by the number of installments then
remaining to be paid.
Signed: _______________________________ Date:_________________
Name: ________________________________
Page 24 of 27 Pages
Exhibit Index at Page 10
<PAGE>
APPENDIX 3
ELECTION OF DEFERRAL
I elect, pursuant to Section 3.1 of the Oracle Corporation 1993 Deferred
Compensation Plan (the "Plan"), to make the following deferral with respect to
compensation earned following the date of this election:
$________________ of base salary payable to me by Oracle Corporation
(Employer), but in no event less than $5,000
I understand that the above amount will be divided by the number of pay periods
in a year and the quotient deducted from each paycheck. The Committee
administering the Plan has the discretion to reduce the amounts deferred under
the Plan to the extent it deems necessary to avoid a situation in which the
aggregate deductions from compensation exceed the gross amount of such paycheck.
_______% of any cash bonus paid to me by Employer
I UNDERSTAND THAT MY CONTRIBUTIONS TO THE ORACLE CORPORATION 401(K) SAVINGS AND
INVESTMENT PLAN WILL BE BASED UPON AMOUNTS REMAINING AFTER DEFERRALS ARE MADE
PURSUANT TO MY ELECTION UNDER THE ORACLE CORPORATION 1993 DEFERRED COMPENSATION
PLAN. EXAMPLES ILLUSTRATING THE MECHANICS OF THESE CALCULATIONS ARE CONTAINED IN
THE PLAN PROSPECTUS THAT ACCOMPANIES THIS ELECTION FORM AND I HAVE HAD THE
OPPORTUNITY TO REVIEW SUCH EXAMPLES.
This election shall take effect for each calendar year. I may terminate this
election for future calendar years only with written notice, and such
termination shall take effect for the calendar year following the year in which
such termination is submitted. The deferral of compensation hereby elected is
subject to all of the terms and conditions of the Plan and of the Oracle
Corporation 1993 Deferred Compensation Plan Trust Agreement, copies of which I
have been given by Employer, and which I have read and understood.
Dated: _________________________________
Signed: _________________________________
Name: _________________________________
Page 25 of 27 Pages
Exhibit Index at Page 10
<PAGE>
APPENDIX 4
BENEFICIARY DESIGNATION
In the event I should die prior to the receipt of all money accrued to my credit
under this election, I elect to have the balance paid to the following named
individual(s) in the following percentage(s):
<TABLE>
<CAPTION>
(P)rimary or
Percent Name Soc. Sec. # (S)econdary
<S> <C> <C> <C>
_____% __________________________ __________ _______
_____% __________________________ __________ _______
_____% __________________________ __________ _______
_____% __________________________ __________ _______
</TABLE>
Signed: __________________________________ Date: _____________________
Name: ___________________________________
TO BE COMPLETED ONLY IF I AM MARRIED AND ANY ABOVE NAMED BENEFICIARY IS NOT MY
---
SPOUSE:
I, as the spouse of __________________________, do hereby consent to designation
of any beneficiary that might in any way impair my rights under applicable state
law, including but not limited to, laws relating to Community Property, Wills,
Trusts, and Intestacy.
Signed: __________________________________ Date: ___________________
Name: __________________________________
Notary: __________________________________ Date: ____________________
Page 26 of 27 Pages
Exhibit Index at Page 10
<PAGE>
EXHIBIT 5.01
December 5, 1997
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")
and to be filed with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of $25,000,000 of
obligations (the "Plan Obligations") under the Company's 1993 Deferred
Compensation Plan (as amended and restated effective January 1, 1998) (the
"Plan").
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 Obligations. It is our opinion that the Plan Obligations, when
subsequently issued and outstanding pursuant to the terms of the Plan, will be
validly issued and duly authorized.
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 27 of 27 Pages
Exhibit Index at Page 10
