<PAGE>
As filed with the Securities and Exchange Commission on March 24, 1999
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
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)
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)
Copy to:
Donald M. Keller
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of Registration
to be Registered Registered Share(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(2) 75,000,000 $26.625 $1,996,875,000 $555,132
- ---------------------------------------------------------------------------------------------------------------------------------
</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, as
amended and based upon an average of the high and low prices reported on the
Nasdaq National Market on March 23, 1999.
(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, March 31, 1998 and March 22, 1999.
Page 1 of 10
Exhibit Index on page II-7
<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:
(a) The Registrant'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 Registrant's latest fiscal
year for which such statements have been filed (the "Annual Report").
(b) 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 referred
to in (a) above.
(c) 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, January 24, 1994, March 31, 1998 and March 22,
1999 (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 March 22, 1999, attorneys of the Venture Law Group, who have performed
services with respect to this Registration Statement, beneficially owned
approximately 114,000 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 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
II-1
<PAGE>
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 its 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
4.1 (1) Registrant's Restated Certificate of Incorporation, filed with the
Secretary of State of Delaware on March 12, 1987.
4.2 (2) 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.
4.3 (3) Certificate of Amendment of Certificate of Incorporation dated October
29, 1996.
4.4 (4) Amended and Restated Preferred Shares Rights Agreement between
Registrant and BancBoston, N.A., dated March 31, 1998.
4.5 (5) Amendment Number One, dated March 22, 1999, to Amended and Restated
Preferred Shares Rights Agreement between Registrant and BancBoston,
N.A. dated March 31, 1998.
4.6 (6) Amended and Restated Bylaws of Registrant adopted October 30, 1986, as
amended and restated on December 3, 1990.
4.7 (1) Specimen Certificate of Registrant's Common Stock.
5.1 (7) Opinion of Venture Law Group.
23.1(7) Consent of Independent Accountants.
23.2 Consent of Venture Law Group (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
_____________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 33-12941) filed with the Commission on March 27, 1987.
(2) Incorporated by reference to the Form 8-K filed on December 10, 1990.
(3) Incorporated by reference to the Form 10-Q filed on January 10, 1997.
(4) Incorporated by reference to the Form 8-A/A filed on March 31, 1998.
(5) Incorporated by reference to the Form 8-A/A filed on March 22, 1999.
(6) Incorporated by reference to the Form 8-K filed on December 10, 1990.
(7) Filed herewith.
II-2
<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.
(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 pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 March 23, 1999.
ORACLE CORPORATION
By /s/ Jeffrey O. Henley
-------------------------
Jeffrey O. Henley
Executive Vice President
and Chief Financial Officer
II-4
<PAGE>
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.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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:
Chief Executive Officer and March 23, 1999
/s/ Lawrence J. Ellison Chairman of the Board
- --------------------------
Lawrence J. Ellison
Principal Financial
Officer:
Executive Vice President, March 23, 1999
/s/ Jeffrey O. Henley Chief Financial Officer and Director
- --------------------------
Jeffrey O. Henley
Principal Accounting
Officer:
Vice President and March 23, 1999
/s/ Jennifer Minton Corporate Controller
- -------------------
Jennifer Minton
Directors:
President, Chief Operating March 23, 1999
/s/ Raymond J. Lane Officer and Director
- -------------------
Raymond J. Lane
/s/ Donald L. Lucas Director March 23, 1999
- -------------------
Donald L. Lucas
/s/ Dr. Michael J. Boskin Director March 23, 1999
- -------------------------
Dr. Michael J. Boskin
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Jack F. Kemp Director March 23, 1999
- ----------------
Jack F. Kemp
/s/ Jeffrey Berg Director March 23, 1999
- ----------------
Jeffrey Berg
/s/ Richard A. McGinn Director March 23, 1999
- ---------------------
Richard A. McGinn
/s/ Kay Koplovitz Director March 23, 1999
- -----------------
Kay Koplovitz
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION
NUMBER
5.1 Opinion of Venture Law Group
23.1 Consent of Independent Accountants
23.2 Consent of Venture Law Group (included in Exhibit 5.1)
II-7
<PAGE>
EXHIBIT 5.1
March 23, 1999
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 March 23, 1999 and to be filed with the Securities and Exchange
Commission on March 23, 1999 in connection with the registration under the
Securities Act of 1933, as amended, of 75,000,000 shares (the "Plan Shares") of
the Company's Common Stock, $.01 par value (the "Common Stock"), reserved for
issuance pursuant to the Company's 1991 Long-Term Equity Incentive Plan, as
amended (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 Shares. 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.
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 23.1
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 16, 1998
included in Oracle Corporation's Form 10-K for the year ended May 31, 1998.
/s/ ARTHUR ANDERSEN L.L.P.
- -------------------------------
San Jose, California
March 22, 1999
