8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 10, 2008

Oracle Corporation

(Exact name of registrant as specified in charter)

Delaware	000-51788	54-2185193
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

500 Oracle Parkway, Redwood City, California 94065

(Address of principal executive offices) (Zip Code)

(650) 506-7000

(Registrant’s telephone number, including area code)

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:

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

x 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)

Item 8.01 Other Events

On March 10, 2008, BEA Systems, Inc. (“BEA”) hosted a town hall meeting to discuss the proposed acquisition of BEA by Oracle Corporation (“Oracle”) pursuant to the previously disclosed Agreement and Plan of Merger, dated as of January 16, 2008, by and among BEA, Oracle and Bronco Acquisition Corporation, a wholly-owned subsidiary of Oracle. A copy of the presentation slides prepared by Oracle for BEA employees in connection with the meeting but which were not used at the meeting and which are now available on BEA’s intranet is filed as an exhibit hereto and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements about Oracle and BEA including statements that involve risks and uncertainties concerning Oracle’s proposed acquisition of BEA. Actual events or results may differ materially from those described, expressed or implied in this press release due to a number of risks and uncertainties, many of which are beyond the control of Oracle or BEA. The potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, general economic conditions, industry specific conditions and the possibility that Oracle or BEA may be adversely affected by other economic, business, and/or competitive factors. In addition, please refer to the documents that Oracle and BEA, respectively, file with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracle’s and BEA’s respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or BEA. Oracle and BEA are under no duty to update any of the forward-looking statements after the date of this document to conform to actual results.

Additional Information about the Merger and Where to Find it

In connection with the proposed acquisition of BEA by Oracle, on March 3, 2008, BEA filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”). Additionally, BEA and Oracle will file other relevant materials in connection with the proposed acquisition of BEA by Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Bronco Acquisition Corporation, a wholly-owned subsidiary of Oracle, and BEA. The materials filed by BEA with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of BEA are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

Oracle, BEA and their respective directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of BEA stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Oracle’s executive officers and directors in Oracle’s most recent Form 10-K and in other relevant materials filed with the SEC when they become available. Information concerning the interests of BEA’s participants in the solicitation, which may, in some cases, be different than those of BEA stockholders generally, is set forth in the materials filed with the SEC on Form 10-K and in the proxy statement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1     Presentation slides of Oracle Corporation, dated March 10, 2008.

SIGNATURES

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

Date: March 12, 2008

ORACLE CORPORATION
By:	/s/ SAFRA A. CATZ
	Name:	Safra A. Catz
	Title	President, Chief Financial Officer and Director

EXHIBIT LIST

Exhibit No.	Description
99.1	Presentation slides of Oracle Corporation, dated March 10, 2008.

EX-99.1

Charles Phillips

President

March 10, 2008

Exhibit

99.1

2

Cautionary

Statement

Regarding

Forward-Looking

Statements

This document contains certain forward-looking statements about Oracle and BEA including statements that involve risks and

uncertainties concerning Oracle’s proposed acquisition of BEA. Actual events or results may differ materially from those described,

expressed or implied in this press release due to a number of risks and uncertainties, many of which are beyond the control of

Oracle or BEA. The potential risks and uncertainties include, among others, the possibility that the transaction will not close or that

the closing may be delayed, general economic conditions, industry specific conditions and the possibility that Oracle or BEA may

be adversely affected by other economic, business, and/or competitive factors. In addition, please refer to the documents that

Oracle and BEA, respectively, file with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K. These filings

identify and address other important factors that could cause Oracle’s and BEA’s respective financial and operational results to

differ materially from those contained in the forward-looking statements set forth in this document. Accordingly, no assurances can

be

given

that

any

of

the

events

anticipated

by

the

forward-looking

statements

will

transpire

or

occur,

or

if

any

of

them

do

so,

what

impact

they

will

have

on

the

results

of

operations

or

financial

condition

of

Oracle

or

BEA.

Oracle

and

BEA

are

under

no

duty

to

update

any

of

the

forward-looking

statements

after

the

date

of

this

document

to

conform

to

actual

results.

Additional

Information

about

the

Merger

and

Where

to

Find

it

In

connection

with

the

proposed

merger,

BEA

has

filed

a

definitive

proxy

statement

with

the

Securities

and

Exchange

Commission

(the “SEC”). Additionally, BEA and Oracle will file other relevant materials in connection with the proposed acquisition of BEA by

Oracle pursuant to the terms of an Agreement and Plan of Merger by and among Oracle, Bronco Acquisition Corporation, a wholly-

owned subsidiary of Oracle, and BEA. The materials filed by BEA with the SEC may be obtained free of charge at the SEC’s web

site at www.sec.gov. Investors and security holders of BEA are urged to read the proxy statement and the other relevant materials

when they become available before making any voting or investment decision with respect to the proposed merger because they

will contain important information about the merger and the parties to the merger.

Oracle, BEA and their respective directors, executive officers and other members of its management and employees, under SEC

rules, may be deemed to be participants in the solicitation of proxies of BEA stockholders in connection with the proposed merger.

Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of

Oracle’s executive officers and directors in Oracle’s most recent Form 10-K and in other relevant materials filed with the SEC when

they become available. Information concerning the interests of BEA’s participants in the solicitation, which may, in some cases, be

different

than

those

of

BEA

stockholders

generally,

is

set

forth

in

the

materials

filed

with

the

SEC

on

Form

10-K

and

in

the

proxy

statement.

3

Oracle + BEA: A World-class Combination

•

A world-class combination

•

Highly strategic acquisition for Oracle

•

Complementary assets and a common vision for an open-standards infrastructure

•

Stronger suite of middleware offerings for ISVs and SIs to invest in

•

BEA: world-class, open-standards Java-based application server products, and a

scalable messaging and transaction processing platform

•

Oracle: leading database, ERP, CRM and vertical applications and

other middleware

offerings such as BI, EPM, ECM and identity management

•

Combined scale helps move customers toward SOA/standards

•

Together: Creating a comprehensive, open middleware portfolio

•

Based on best-of-breed technologies incorporated into a standards-based, hot-

pluggable Fusion Middleware platform

•

BEA employees are integral to our middleware strategy

•

Significant domain expertise in this area

•

Combination demonstrates Oracle’s commitment to middleware

4

Strategic Importance to Oracle

•

Middleware is a strategic segment for Oracle

•

Critical component of “stack”

competition against Microsoft, IBM, SAP, Sun and

others

•

SOA adoption is gaining traction in production environments in enterprises

•

Foundation of the Oracle Fusion Architecture and all new applications

•

Complements Oracle’s existing product strengths

•

Adds leading application server infrastructure to Oracle’s extended middleware suite

•

Complementary

vertical

segment

presence

–

Telco,

Financial

Services,

Public

Sector

•

Extends Oracle’s global distribution channels with domain expertise

•

Why now?

•

Customers have been increasingly suggesting the combination

•

Customers are consolidating suppliers and selecting strategic partners

•

Accelerates the adoption of open, standards-based middleware technologies

•

Customers want a complete, engineered, but open stack based on standards

5

Why BEA?

•

Pioneer in middleware

•

Industry standard Java-based application server technology

•

Leading Java-based messaging and transaction processing platform

•

Strong domain expertise

•

Strong reputation and established relationships

•

Over 16,000 global customers

•

Helps Oracle sell complementary products to combined customers

•

Complementary product suite

•

Thousands of BEA customers already use Oracle applications and technology

•

Oracle’s hot-pluggable architecture enables graceful product interoperability

•

Experienced global organization

•

Highly experienced product development team

•

Global sales expertise, strong services and support capability

•

Complements Oracle’s geographical presence

•

Excellent support and adoption by global system integrators and ISVs

6

Expected Customer and Partner Benefits

•

BEA Customers

•

Investment protection and enhancement

•

Extended value from integrated Oracle products

•

Increased R&D investment across the combined products

•

Access to Oracle’s global support and services organizations

•

Oracle Customers

•

Fusion Middleware will continue to be the centerpiece of Oracle’s middleware strategy

•

Increased R&D, sales and distribution capability, and support investment

•

Will lead to greater innovation in the future

•

Oracle and BEA Partners

•

More opportunities for partners, allowing further investment in the Oracle ecosystem

•

Work with a leading vendor to address customer needs

•

Increase business value and reduced cost of ownership throughout

an integrated,

standards-based enterprise software stack

7

Oracle-BEA Integration Plan (Post-Closing)

•

Retain BEA business momentum

•

BEA products are expected to evolve and become a component of

Fusion Middleware

•

Jointly develop next generation enterprise application infrastructure products based

on open-standards, service-oriented architecture

•

Enhance BEA customer support

•

Continuity of customer support through Oracle global support infrastructure

•

Generate high satisfaction levels, similar to other Oracle acquisitions

•

Make sure no customer has a negative experience from this combination

•

Communicate to customers as new resources and tools become available

•

Grow BEA sales and consulting

•

Represent centerpiece of our middleware go-to-market strategy

•

Key constraint to middleware growth has been qualified distribution skills

•

Support and enhance existing partner relationships

•

Ensure smooth transition of operations

8

Employee Integration Philosophy

•

Recognition

•

Combination endorses BEA’s innovation and customer success

•

Alignment with Oracle will ensure ongoing innovation and growth opportunities

•

Speed

•

Quickly communicating the plan to employees, partners, and customers and

providing clarity is a critical success factor.

Specialization

•

Draw on domain expertise for continued development of combined products,

marketing, sales, consulting and support

•

A number of acquired companies’

employees are in leadership positions at Oracle

•

Chuck

Rozwat

(EVP

–

Product

Development) ……………………………..  Rdb

•

Ed

Abbo

(SVP

–

Applications

Development) ……………………………….

•

Jesper

Andersen

(SVP

–

Applications

Strategy) …………………………...

•

Bhaskar

Gorti

(SVP

&

GM

–

Communications

Global

Business

Unit) ……

•

Rajesh

Hukku

(SVP

&

GM

–

Financial

Services

Global

Business

Unit) ….

•

John

Kopcke

(SVP,

Business

Intelligence

and

Performance

Mgmt) ……..

•

Mark

Sunday

(SVP

&

CIO) ……..……........................................................

9

Source: Oracle Support organization surveys.

70%

75%

80%

85%

90%

95%

Overall Case

Global Support

Center

Solution

Effectiveness

Web Response

Time

Resolution Time

Pre-Merger

Post-Merger

PeopleSoft Customer Satisfaction Levels

•

PeopleSoft customer satisfaction increased following the acquisition

10

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*

*

*

*

11

*

*

*

*

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