<PAGE>
As filed with the Securities and Exchange Commission on April 4, 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)
ORACLE EMEA LTD APPROVED PROFIT SHARING SCHEME
(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
to be Registered Registered Share(1) Price(1) Amount of Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(2) 4,000 $77.81 $311,250 $82.17
- ---------------------------------------------------------------------------------------------------------------------------------
</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 April 3, 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 Statement filed with the Securities and
Exchange Commission on April 5, 1999 (File No. 333-75679) and July 20, 1999
(File No. 333-83305) 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 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, 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.
(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 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 Amended and Restated
Preferred Shares Rights Agreement between Registrant and BancBoston,
N.A. dated March 31, 1998.
23.1 Consent of Independent Public Accountants.
24.1 Power of Attorney (see page II-2).
_____________________
(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-1
<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 30, 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:
/s/ Lawrence J. Ellison Chief Executive Officer and April 3, 2000
- ----------------------- Chairman of the Board
Lawrence J. Ellison
Principal Financial
Officer:
/s/ Jeffrey O. Henley Executive Vice President, March 30, 2000
- --------------------- Chief Financial Officer
Jeffrey O. Henley and Director
Principal Accounting
Officer:
/s/ Jennifer Minton Vice President and April 3, 2000
- ------------------- Corporate Controller
Jennifer Minton
II-2
<PAGE>
Directors:
President, Chief Operating ________________
- ------------------- Officer and Director
Raymond J. Lane
/s/ Donald L. Lucas Director April 3, 2000
- -------------------
Donald L. Lucas
/s/ Michael J. Boskin Director April 3, 2000
- ---------------------
Dr. Michael J. Boskin
/s/ Jack F. Kemp Director April 3, 2000
- ----------------
Jack F. Kemp
/s/ Jeffrey Berg Director March 30, 2000
- ----------------
Jeffrey Berg
/s/ Richard A. McGinn Director March 30, 2000
- ---------------------
Richard A. McGinn
/s/ Kay Koplovitz Director April 3, 2000
- -----------------
Kay Koplovitz
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION
NUMBER
23.1 Consent of Independent Public Accountants
II-4
<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 LLP
- -----------------------
San Jose, California
April 3, 2000
