<PAGE>
As filed with the Securities and Exchange Commission on February 2, 2000
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 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) 140,000,000 $48.59 $6,803,125,000 $1,796,025
- -----------------------------------------------------------------------------------------------------------------------------
</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 January 31, 2000.
(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>
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed to increase the number of securities
of the same class as other securities for which a Registration Statement of the
Registrant on Form S-8 relating to the same employee benefit plan is effective.
Registrant's Form S-8 Registration Statements filed with the Securities and
Exchange Commission (the "Commission") on December 23, 1991 (File No. 33-
44702), April 29, 1994 (File No. 33-53355), December 30, 1996 (File No. 333-
19001) and March 24, 1999 (File No. 333-74977) are hereby incorporated by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with 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, 1999, 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 5. INTERESTS OF EXPERTS AND NAMED COUNSEL.
As of January 26, 2000, attorneys of the Venture Law Group, who have performed
services with respect to this Registration Statement, beneficially owned
approximately 66,500 shares of the Registrant's Common Stock.
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
4.1 (1) Amended and Restated Preferred Shares Rights Agreement between
Registrant and BancBoston, N.A., dated March 31, 1998.
4.2 (2) Amendment Number One, dated March 22, 1999, to the Amended and Restated
Preferred Shares Rights Agreement between Registrant and BancBoston,
N.A. dated March 31, 1998.
5.1 Opinion of Venture Law Group.
II-1
<PAGE>
23.1 Consent of Arthur Andersen L.L.P., Independent Public Accountants.
23.2 Consent of Venture Law Group (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
_____________
(1) Incorporated by reference to the Form 8-A/A filed on March 31, 1998.
(2) Incorporated by reference to the Form 8-A/A filed on March 22, 1999.
II-2
<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 February 2, 2000.
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.
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.
Signature Capacity Date
Principal Executive
Officer:
Chief Executive Officer and February 2, 2000
/s/ Lawrence J. Ellison Chairman of the Board
- -----------------------
Lawrence J. Ellison
Principal Financial
Officer:
Executive Vice President, February 2, 2000
/s/ Jeffrey O. Henley Chief Financial Officer and Director
- ---------------------
Jeffrey O. Henley
Principal Accounting
Officer:
Vice President and January 18, 2000
/s/ Jennifer Minton Corporate Controller
- -------------------
Jennifer Minton
II-3
<PAGE>
Directors:
President, Chief Operating February 2, 2000
/s/ Raymond J. Lane Officer and Director ----------------
- -------------------
Raymond J. Lane
/s/ Donald L. Lucas Director February 2, 2000
- ------------------- ----------------
Donald L. Lucas
/s/ Dr. Michael J. Boskin Director February 2, 2000
- ------------------------- ----------------
Dr. Michael J. Boskin
/s/ Jack F. Kemp Director February 2, 2000
- ---------------- ----------------
Jack F. Kemp
/s/ Jeffrey Berg Director February 2, 2000
- ---------------- ----------------
Jeffrey Berg
/s/ Richard A. McGinn Director February 2, 2000
- --------------------- ----------------
Richard A. McGinn
/s/ Kay Koplovitz Director February 2, 2000
- ----------------- ----------------
Kay Koplovitz
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION
NUMBER
5.1 Opinion of Venture Law Group
23.1 Consent of Arthur Andersen L.L.P., Independent Public Accountants
23.2 Consent of Venture Law Group (included in Exhibit 5.1)
<PAGE>
EXHIBIT 5.1
February 1, 2000
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 January 18, 2000 and to be filed with the Securities and Exchange
Commission on or about February 1, 2000 in connection with the registration
under the Securities Act of 1933, as amended, of 140,000,000 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
pursuant to and in accordance with the terms of the Plan for legal consideration
having a value of at least $0.01 per share, 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,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated June
15, 1999, except with respect to the matters discussed in Note 13, as to which
date is August 4, 1999, included in Oracle Corporation's Form 10-K for the year
ended May 31, 1999.
/s/ Arthur Andersen L.L.P.
- -------------------------------
San Jose, California
February 2, 2000
