Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported) September 12, 2005

 

 

Oracle Corporation

(Exact name of Registrant as Specified in its Charter)

 

 

Delaware   0-14376   94-2871189
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)  

(IRS Employer

Identification No.)

 

500 Oracle Parkway, Redwood City, California   94065
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code (650) 506-7000

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Section 8 – Other Events

 

Item 8.01 Other Events

 

On September 12, 2005, Oracle Corporation announced that has agreed to buy Siebel Systems, Inc. for $10.66 per share. The proposed transaction is valued at approximately $5.85 billion, or $3.61 billion net of Siebel’s cash on hand of $2.24 billion.

 

Siebel stockholders will receive $10.66 per share in cash for each Siebel share held, unless they elect to receive Oracle common stock, but no more than 30% of Siebel’s common stock may be exchanged for Oracle common stock. In the event that Siebel stockholders holding more than 30% of Siebel common stock elect to receive Oracle common stock, the equity consideration will be pro-rated.

 

A copy of the press release is furnished as Exhibit 99.1

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

  (c) Exhibits

 

99.1 Press release dated September 12, 2005 of Oracle Corporation

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ORACLE CORPORATION
Dated: September 12, 2005   By:  

/s/ Greg Maffei

    Name:   Greg Maffei
    Title:   President and Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.
  

Description

99.1   Press Release of Oracle Corporation issued on September 12, 2005 announcing that has agreed to buy Siebel Systems, Inc. for $10.66 per share.