UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): August 27, 2008
Oracle Corporation
(Exact Name of Registrant
as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 000-51788
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54-2185193 |
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(IRS Employer Identification No.) |
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| 500 Oracle Parkway, Redwood City, CA
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94065 |
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(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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Section 5 — Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Vice President and Prospective Chief Financial Officer
On August 27, 2008, Oracle Corporation announced that Jeffrey E. Epstein has accepted our offer to
become an Executive Vice President and Chief Financial Officer. Mr. Epstein, age 52, is expected to
start as an Executive Vice President on September 8, 2008 and his appointment as Chief Financial
Officer will be effective the day following the filing of our Form 10-Q for the first quarter of
fiscal year 2009. Safra A. Catz, our current Chief Financial Officer, will remain as one of our
Presidents and a Director on our Board. Mr. Epstein will be reporting to Ms. Catz and will have
responsibility for finance, controller’s office, finance operations, tax, treasury, real estate,
investor relations, audit and customer leasing.
Prior to joining us, Mr. Epstein served as Executive Vice President and Chief Financial Officer of
Oberon Media, Inc., a privately held Internet game technology provider and publisher from April 2007 to June 2008. From June 2005 until its sale in March 2007, Mr. Epstein was Executive Vice
President and Chief Financial Officer of ADVO, Inc., a direct mail media company. Mr. Epstein was
a member of the Board of Directors of Revonet, Inc., a B2B marketing and database company, from
January 2004 to December 2005, Chairman of the Board from
December 2004 to December 2005 and the
Acting President and Chief Executive Officer from June 2004 through December 2004. Mr. Epstein was
the Senior Vice President and Chief Financial Officer of VNU’s Media Measurement and Information
(MMI) Group, whose businesses include Nielsen Media Research, from March 2002 until December 2003.
Mr. Epstein also serves as a director of MDC Partners Inc. and priceline.com Incorporated.
Mr. Epstein’s employment with us will be at-will. His offer letter provides that he will be paid
an annual salary of $700,000 and his target bonus for fiscal year 2009 will be $1,200,000, which
will be awarded based on corporate and individual performance. After Mr. Epstein’s start date, a
proposal will be submitted to the Compensation Committee of the Board of Directors to grant Mr.
Epstein an option to purchase 1,000,000 shares of our common stock under our Amended and Restated
2000 Long-Term Equity Incentive Plan. This option will vest 25% each year beginning one year after
the grant date. When Mr. Epstein joins us in September, we also expect to enter into our standard
form of indemnification agreement with him pursuant to which we will indemnify him for certain
actions he takes in his capacity as an Executive Vice President and our Chief Financial Officer.
We will also reimburse Mr. Epstein for reasonable relocation expenses (so long as such expenses do
not exceed $200,000) and for certain taxes owed as a result of our payment of these relocation
expenses.
The description above is a summary of Mr. Epstein’s offer letter and employment agreement and is
qualified in its entirety by the offer letter and employment agreement which are filed as Exhibit
10.23 to this report.
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit |
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Description of Exhibit |
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10.23
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Offer letter dated August 19, 2008 to Jeffrey E. Epstein
and employment agreement dated August 19, 2008 |