<PAGE>
As filed with the Securities and Exchange Commission on September 11, 1998
Registration No. 333-______
================================================================================
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 942871189
(State of incorporation) (I.R.S. Employer Identification No.)
500 ORACLE PARKWAY
REDWOOD SHORES, CALIFORNIA 94065
(Address of principal executive offices)
-----------------------
ORACLE CORPORATION 401(k) SAVINGS
AND INVESTMENT PLAN
(Full title of the Plan)
-----------------------
DANIEL COOPERMAN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ORACLE CORPORATION
500 ORACLE PARKWAY
REDWOOD SHORES, CALIFORNIA 94065
(650) 506-7000
(Name, address and telephone number, including area code, of agent for service)
-----------------------
Copy to:
Donald M. Keller, Jr.
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 10 Pages
Exhibit Index on Page 8
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Amount Maximum Maximum Amount of
to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value (2)......... 4,000,000 Shares $20.15625(3) $80,625,000 $23,785
Beneficial Interests in Oracle
Corporation 401(k) Savings
and Investment Plan, (4)............. --- --- --- ---
</TABLE>
_______________________
(1) Based upon Oracle Corporation's estimate of the number of shares of Common
Stock that will be issued pursuant to the 401(k) Savings and Investment
Plan. This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under the 401(k) Savings and
Investment Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) The securities include certain rights associated with the Common Stock
pursuant to a Rights Agreement dated December 3, 1990, as amended on
January 24, 1994 and March 31, 1998.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act. The
computation with respect to shares of Common Stock issuable pursuant to the
401(k) Savings and Investment Plan is based upon the average high and low
sale prices of the Common Stock of Oracle Corporation as reported on the
Nasdaq National Market on September 4, 1998.
(4) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the 401(k) Savings and Investment Plan. Includes related
interests in the trust created pursuant to the 401(k) Savings and
Investment Plan. The required information regarding beneficial interests
is subsumed in the information above regarding Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
In accordance with General Instruction E to Form S-8, the contents of
the Company's Registration Statement on Form S-8, Commission File No. 33-33564,
including exhibits thereto, are hereby incorporated by reference into this
Registration Statement, except as the same may be modified by the information
set forth herein.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
----------
(a) The Company's latest Annual Report on Form 10-K (the "Annual Report")
-------------
for the fiscal year ended May 31, 1998 filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains
------------
audited financial statements for the Company's latest fiscal year for which such
statements have been filed, and the latest Annual Report on Form 11-K (the "Form
----
11-K") for the fiscal year ended December 31, 1997 filed pursuant to the
- ----
Exchange Act by the Oracle Corporation 401(k) Savings and Investment Plan (the
"Plan"), which contains audited financial statements for the Plan's latest
- -----
fiscal year for which such statements have been filed.
(b) All other reports filed by the Company or the Plan pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report or the Form 11-K, as applicable, referred to in (a)
above.
(c) The descriptions of the Company'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), and on the Form 8-A/A filed by the
Company on March 31, 1998 (with respect to the Rights), including any amendments
or reports filed for the purpose of updating such descriptions.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
incorporated by reference herein and to be part hereof from the date of filing
such documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
As of August 31, 1998, attorneys of Venture Law Group who have
performed services with respect to this Registration Statement beneficially
owned approximately 76,000 shares of the Company's Common Stock.
-2-
<PAGE>
Item 8. EXHIBITS.
--------
Exhibit
Number
-------
4.1(1) Amended and Restated Preferred Shares Rights
Agreement dated March 31, 1998 between Oracle
Corporation and BancBoston, N.A.
5.1 Opinion of Brobeck, Phleger & Harrison.
23.1 Consent of Brobeck, Phleger & Harrison
(included in Exhibit 5.1).
23.2 Consent of Independent Public Accountants.
24.1 Powers of Attorney (see p. 6).
(1) Incorporated by reference to the exhibits filed with the
Registrant's Form 8-A/A filed with the Securities and Exchange
Commission on March 31, 1998.
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<PAGE>
Item 9. UNDERTAKINGS.
------------
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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.
(2) that, for purposes 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and each filing of the 401(k) Savings and Investment Plan's annual
report pursuant to Section 15(d) of the Exchange Act, that is incorporated by
reference in the 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.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of 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.
[Signature Pages Follow]
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Oracle Corporation, a corporation organized and existing under the
laws of the State of Delaware, 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 Shores, State
of California, on this 10th day of September, 1998.
Oracle Corporation
By: /s/Jeffrey O. Henley
------------------------------
Jeffrey O. Henley
Executive Vice President
and Chief Financial Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey O. Henley and Daniel Cooperman,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
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 Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Lawrence J. Ellison Chief Executive Officer and September 10, 1998
- ------------------------------------- Chairman of the Board
Lawrence J. Ellison
Principal Financial Officer:
/s/ Jeffrey O. Henley Executive Vice President, September 10, 1998
- ------------------------------------- Chief Financial Officer and Director
Jeffrey O. Henley
Principal Accounting Officer:
/s/ Thomas A. Williams Vice President and Corporate Controller September 10, 1998
- -------------------------------------
Thomas A. Williams
Directors:
/s/ Raymond J. Lane President, Chief Operating Officer and September 10, 1998
- ------------------------------------- Director
Raymond J. Lane
/s/ Donald L. Lucas Director September 10, 1998
- -------------------------------------
Donald L. Lucas
/s/ Jeffrey Berg Director September 10, 1998
- -------------------------------------
Jeffrey Berg
/s/ Michael J. Boskin Director September 10, 1998
- -------------------------------------
Michael J. Boskin
/s/ Jack F. Kemp Director September 10, 1998
- -------------------------------------
Jack F. Kemp
/s/ Richard A. McGinn Director September 10, 1998
- -------------------------------------
Richard A. McGinn
</TABLE>
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<PAGE>
401(K) SAVINGS AND INVESTMENT PLAN. Pursuant to the requirements of
the Securities Act, the persons who administer the employee benefit plan have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Redwood Shores, State of
California, on the 10th day of September, 1998.
Oracle Corporation 401(k) Savings and
Investment Plan
By: /s/Aldoraine Duffield
----------------------------------------
Aldoraine Duffield
Chairman, 401(k) Committee
-7-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- -----------
4.1(1) Amended and Restated Preferred Shares Rights Agreement dated
March 31, 1998 between Oracle Corporation and BancBoston, N.A.
5.1 Opinion of Brobeck, Phleger & Harrison.
23.1 Consent of Brobeck, Phleger & Harrison
(included in Exhibit 5.1).
23.2 Consent of Independent Public Accountants.
24.1 Powers of Attorney (see p. 6).
- --------------
(1) Incorporated by reference to the exhibits filed with the Registrant's
Form 8-A/A filed with the Securities and Exchange Commission on March
31, 1998.
<PAGE>
EXHIBIT 5.1
BROBECK
PHLEGER &
HARRISON
LLP
ATTORNEYS AT LAW
September 10, 1998
Oracle Corporation
500 Oracle Parkway
Redwood Shores, California 94065
Re: Registration Statement for Offering of
4,000,000 Shares of Common Stock
--------------------------------
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of an additional
4,000,000 shares of the Common Stock of Oracle Corporation (the "Company")
under the Company's 401(k) Savings and Investment Plan (the "Plan"). We advise
you that, in our opinion, the provisions of the Plan as set forth in the
Plan's written plan document, as restated effective January 1, 1994 and as
subsequently amended by Amendment Nos. 1-6, comply in all material respects
with the requirements of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") pertaining to such provisions. We note that certain
amendments to the Plan will be required to comply with recent statutory and
regulatory changes, but that the regulatory grace periods for making such
amendments have not yet expired. This opinion does not speak to any issues not
expressly addressed above, including but not limited to the Plan's compliance
with ERISA in operation or the qualification of the Plan under Section 401(a)
or 401(k) of the Internal Revenue Code of 1986, as amended.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
[On Arthur Andersen Letterhead]
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 16, 1998
included in Oracle Corporation's Form 10-K for the year ended May 31, 1998. We
also consent to the incorporation by reference of our report dated May 27,
1998, included in the Oracle Corporation's Form 11-K for the year ended
December 31, 1997. We further consent to all references to our Firm included
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
San Jose, California
September 9, 1998
