<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Oracle Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF ORACLE]
500 Oracle Parkway
Redwood City, California 94065
April 7, 2000
To our Stockholders:
You are cordially invited to attend a Special Meeting of Stockholders of
Oracle Corporation (the "Company"). The Special Meeting will be held on
Wednesday, May 10, 2000, at 9:00 a.m., at the Oracle Corporation Conference
Center, located at 350 Oracle Parkway, Redwood City, California.
The action expected to be taken at the Special Meeting is described in
detail in the attached Proxy Statement and Notice of Special Meeting of
Stockholders.
Please use this opportunity to take part in the affairs of the Company by
voting on the business to come before this meeting. Whether or not you plan to
attend the meeting, please complete, sign, date and return the accompanying
proxy in the enclosed postage-paid envelope or vote electronically via the
Internet or telephone. See "Voting Via the Internet or By Telephone" in the
Proxy Statement for more details. Please note that there are separate Internet
and telephone voting arrangements depending upon whether shares are registered
in your name or in the name of a bank or broker. Returning the proxy or voting
electronically does NOT deprive you of your right to attend the meeting and to
vote your shares in person for the matters acted upon at the meeting.
We look forward to seeing you at the Special Meeting.
Sincerely,
/s/ Lawrence J. Ellison
LAWRENCE J. ELLISON
Chairman of the Board and Chief
Executive Officer
<PAGE>
[LOGO OF ORACLE]
500 Oracle Parkway
Redwood City, California 94065
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To our Stockholders:
A Special Meeting of Stockholders of the Company will be held on Wednesday,
May 10, 2000, at 9:00 a.m., at the Oracle Corporation Conference Center,
located at 350 Oracle Parkway, Redwood City, California, for the following
purposes:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation increasing the number of authorized shares of the
Company's Common Stock from 4,000,000,000 to 11,000,000,000 shares.
2. To transact any other business that may properly come before the
meeting.
Stockholders of record at the close of business on March 22, 2000 will be
entitled to notice of and to vote at the Special Meeting and at any
continuation or adjournment thereof.
By Order of the Board of Directors,
/s/ Daniel Cooperman
Daniel Cooperman
Senior Vice President, General Counsel &
Secretary
Redwood City, California
April 7, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
<PAGE>
PROXY STATEMENT
April 7, 2000
The accompanying proxy is solicited on behalf of the Board of Directors
(the "Board") of Oracle Corporation, a Delaware corporation (the "Company"),
for use at a Special Meeting of Stockholders of the Company (the "Special
Meeting"). The Special Meeting will be held on Wednesday, May 10, 2000, at
9:00 a.m., at the Oracle Corporation Conference Center, located at 350 Oracle
Parkway, Redwood City, California. All holders of record of the Company's
Common Stock, par value $0.01 per share (the "Common Stock"), on March 22,
2000, the record date, will be entitled to vote at the Special Meeting. At the
close of business on the record date, the Company had 2,820,900,806 shares of
Common Stock outstanding and entitled to vote. A majority, or 1,410,450,404,
of these shares of Common Stock will constitute a quorum for the transaction
of business at the Special Meeting. This Proxy Statement and the accompanying
proxy were first mailed to stockholders on or about April 7, 2000.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Stockholders are entitled to one vote for each share of Common Stock held.
Any person signing a proxy in the form accompanying this Proxy Statement
has the power to revoke it either before the meeting at which the matter voted
by proxy is acted upon or at the meeting before the vote on the matter. A
proxy may be revoked by a later proxy that is signed by the person who signed
the earlier proxy and presented at the meeting or by attendance at the meeting
and voting in person.
The expense of printing and mailing proxy material will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may
be made by directors, officers, and other employees of the Company by personal
interview, telephone, or facsimile. No additional compensation will be paid
for such solicitation. The Company also has retained Corporate Investor
Communications ("CIC") to assist in the solicitation of proxies. CIC will
receive a fee for such services of approximately $12,500 plus reasonable out-
of-pocket expenses, which will be paid by the Company. The Company will
request brokers and nominees who hold shares of Common Stock in their names to
furnish proxy materials to beneficial owners of the shares and will reimburse
such brokers and nominees for their reasonable expenses incurred in forwarding
solicitation materials to such beneficial owners.
PROPOSAL NO. 1--AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
On March 15, 2000, the Board of Directors authorized an amendment to the
Company's Restated Certificate of Incorporation to increase the number of
authorized shares of Common Stock, par value $.01 per share ("Common Stock")
from 4,000,000,000 to 11,000,000,000. The stockholders are being asked to
approve this proposed amendment. As of March 22, 2000, 2,820,900,806 shares of
Common Stock were issued and outstanding and 752,168,913 shares were reserved
for issuance under the Company's stock plans and employee stock purchase plan.
Required Vote
The approval of the adoption of the amendment to the Company's Restated
Certificate of Incorporation requires the affirmative vote of a majority of
the outstanding shares of the Company's Common Stock. Abstentions and broker
non-votes are not affirmative votes and, therefore, will have the same effect
as a vote against the proposal.
1
<PAGE>
The Board of Directors recommends a vote for approval
of the amendment to the Company's Certificate of Incorporation
The Board believes that the proposed increase is desirable so that, as the
need may arise, the Company will have the flexibility to issue shares of
Common Stock without additional expense or delay, in connection with possible
future stock dividends or stock splits, equity financings, future
opportunities for expanding the Company's business through investments or
acquisitions, management incentive and employee benefit plans and for other
general corporate purposes. The Board of Directors has not taken any action to
use the additional authorized shares for any such purposes.
Authorized but unissued shares of the Company's Common Stock may be issued
at such times, for such purposes and for such consideration as the Board of
Directors may determine to be appropriate without further authority from the
Company's stockholders, except as otherwise required by applicable law or
stock exchange policies.
The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. However, the Board will have the
authority to issue authorized Common Stock without requiring future
stockholder approval of such issuances, except as may be required by
applicable law or exchange regulations. To the extent that additional
authorized shares are issued in the future, they will decrease the existing
stockholders' percentage equity ownership and, depending upon the price at
which they are issued, could be dilutive to existing stockholders. The holders
of Common Stock have no preemptive rights.
The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued Common Stock could be issued
(within the limits imposed by applicable law) in one or more transactions
which would make a change in control of the Company more difficult, and
therefore less likely. Any such issuance of additional stock could have the
effect of diluting the earnings per share and book value per share of
outstanding shares of Common Stock, and such additional shares could be used
to dilute the stock ownership or voting rights of a person seeking to obtain
control of the Company. The Company has previously adopted certain measures
that may have the effect of helping to resist an unsolicited takeover attempt.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 22, 2000, with
respect to the beneficial ownership of the Company's Common Stock by: (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock; (ii) each director; (iii) each of the five most
highly compensated executive officers; and (iv) all current executive officers
and directors as a group.
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
Name and Address of Beneficial Owner Ownership(1) of Class
- ------------------------------------ ------------ --------
<S> <C> <C>
Lawrence J. Ellison(2)
500 Oracle Parkway, Redwood City, CA 94065.............. 689,706,050 24.2%
Raymond J. Lane(3)....................................... 12,835,548 *
Gary L. Bloom(4)......................................... 1,560,009 *
Jeffrey O. Henley(5)..................................... 7,032,912 *
Jay Nussbaum(6).......................................... 401,606 *
Donald L. Lucas(7)....................................... 303,784 *
Michael J. Boskin(8)..................................... 399,060 *
Jack Kemp(9)............................................. 57,126 *
Jeffrey Berg(10)......................................... 182,250 *
Richard McGinn........................................... 50,250 *
Kay Koplovitz(11)........................................ 41,800 *
All current officers and directors as a group (20
persons)(12)............................................ 718,005,157 25.2%
</TABLE>
- --------
* Less than 1%
(1) Unless otherwise indicated below, each stockholder listed had sole voting
and sole investment power with respect to all shares beneficially owned,
subject to community property laws, if applicable.
(2) Includes 27,123,500 shares subject to currently exercisable options or
options exercisable within 60 days.
(3) Includes 12,576,094 shares subject to currently exercisable options or
options exercisable within 60 days.
(4) Includes 1,280,313 shares subject to currently exercisable options or
options exercisable within 60 days.
(5) Includes 7,015,636 shares subject to currently exercisable options or
options exercisable within 60 days.
(6) Includes 389,720 shares subject to currently exercisable options or
options exercisable within 60 days.
(7) Includes 18,000 shares held in trust. Includes 285,784 shares subject to
currently exercisable options or options exercisable within 60 days.
(8) Includes 399,060 shares subject to currently exercisable options or
options exercisable within 60 days.
(9) Includes 57,100 shares subject to currently exercisable options or
options exercisable within 60 days.
(10) Includes 182,250 shares subject to currently exercisable options or
options exercisable within 60 days.
(11) Includes 37,500 shares subject to currently exercisable options or
options exercisable within 60 days.
(12) Includes all shares described in notes (2)-(11) above and 4,105,894
additional shares subject to currently exercisable options or options
exercisable within 60 days.
3
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the Company's Proxy Statement and
form of proxy relating to the Company's 2000 Annual Meeting of Stockholders
must be received by May 10, 2000. If the Company is not notified of a
stockholder proposal by July 24, 2000, then the management proxies may have the
discretion to vote against such stockholder proposal, even though such proposal
is not discussed in the proxy statement. Stockholder proposals should be
addressed to Daniel Cooperman, Senior Vice President, General Counsel &
Secretary, Oracle Corporation, 500 Oracle Parkway, Mailstop 5op7, Redwood City,
California 94065.
OTHER BUSINESS
The Board of Directors does not presently intend to bring any other business
before the meeting, and, so far as is known to the Board of Directors, no
matters are to be brought before the meeting except as specified in the Notice
of Special Meeting. As to any business that may properly come before the
meeting, however, it is intended that proxies, in the form enclosed, will be
voted in respect thereof in accordance with the judgment of the persons voting
such proxies.
VOTING VIA THE INTERNET OR BY TELEPHONE
Stockholders voting via the Internet should understand that there may be
costs associated with electronic access, such as usage charges from Internet
access providers and telephone companies, that must be borne by the
stockholder.
Shares Registered Directly in the Name of the Stockholder
Stockholders with shares registered directly with EquiServe LP, the
Company's transfer agent, may vote telephonically by calling (877) 779-8683 or
you may vote via the Internet at the following address on the World Wide Web:
www.eproxyvote.com/orcl and follow the instructions on your screen.
Shares Registered in the Name of a Brokerage Firm or Bank
A number of brokerage firms and banks are participating in a program
provided through ADP Investor Communication Services that offers telephone and
Internet voting options. This program is different from the program provided by
EquiServe LP for shares registered in the name of the stockholder. If your
shares are held in an account at a brokerage firm or bank participating in the
ADP program, you may vote those shares telephonically by calling the telephone
number referenced on your voting form or you may vote via the Internet at the
following address on the World Wide Web:
www.proxyvote.com and follow the instructions on your screen.
By Order of the Board of Directors,
/s/ Daniel Cooperman
Daniel Cooperman
Senior Vice President, General Counsel &
Secretary
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THANK
YOU FOR YOUR PROMPT ATTENTION TO THIS MATTER.
4
<PAGE>
[Printed on Recycled Paper]
4290-SPS-00
<PAGE>
[proxy card--front]
ORACLE CORPORATION
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
May 10, 2000
The undersigned hereby appoints LAWRENCE J. ELLISON, RAYMOND J. LANE and
JEFFREY O. HENLEY, or any of them, each with power of substitution, as proxies
to represent the undersigned at a Special Meeting of Stockholders of ORACLE
CORPORATION, to be held on Wednesday, May 10, 2000, at 9:00 a.m., at the Oracle
Corporation Conference Center, 350 Oracle Parkway, Redwood City, California,
and any adjournment thereof, and to vote the number of shares the undersigned
would be entitled to vote if personally present on the following matters set
forth on the reverse side.
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN, AND RETURN THIS PROXY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED
STATES.
(Continued and to be signed on reverse side)
<PAGE>
[proxy card--back]
(Continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL
BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR
THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 4,000,000,000
TO 11,000,000,000.
1. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 4,000,000,000 TO 11,000,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any
adjournment thereof.
PROXY INSTRUCTIONS
1. Please sign exactly as the name or names appear on stock certificate (as
indicated hereon).
2. If the shares are issued in the names of two or more persons, all such
persons should sign the proxy.
3. A proxy executed by a corporation should be signed in its name by its
authorized officers.
4. Executors, administrators, trustees, and partners should indicate their
positions when signing.
Dated: , 2000
--------------------------
--------------------------
Signatures
