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): January 14, 2010

Oracle Corporation

(Exact name of registrant as specified in charter)

Delaware	000-51788	54-2185193
(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)

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):

¨ 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 2—Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 14, 2010, Oracle Corporation (“Oracle”) issued a total of $1,758,898,000 of short-term promissory notes (“CP Notes”) under its $5,000,000,000 Commercial Paper Program. The maturities of the CP Notes are between one month and five months, with approximately 84% of the CP Notes having maturities of one month, two months or three months. The weighted average yield of the CP Notes, including issuance costs, is 0.165%. Oracle has $3,241,102,000 of capacity remaining under its Commercial Paper Program.

The CP Notes are exempt from registration under the Securities Act of 1933, as amended, are unsecured and rank pari passu with all of Oracle’s other unsecured and unsubordinated indebtedness. The CP Notes are not redeemable prior to maturity and are not subject to voluntary prepayment.

We expect to use these funds, along with our internally available cash, cash from operations and cash from previous borrowings, to pay for our pending acquisition of Sun Microsystems, Inc.

Item 8.01 Other Events

On January 21, 2010, Oracle Corporation issued a press release announcing the European Commission’s approval of Oracle’s acquisition of Sun Microsystems, Inc. A copy of this press release is furnished as Exhibit 99.1 to this report.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release dated January 21, 2010

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.

	ORACLE CORPORATION
Date: January 21, 2010	By:	/s/    JEFF EPSTEIN
	Name:	Jeff Epstein
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

European Commission Unconditionally Approves Oracle’s Acquisition of Sun

REDWOOD SHORES, Calif., January 21, 2010 - Oracle Corporation (NASDAQ: ORCL) announced today that it had received regulatory approval from the European Commission for its acquisition of Sun Microsystems, Inc. Oracle expects unconditional approval from China and Russia and intends to close the transaction shortly.

Oracle will host an all-day live event for customers, partners, press and analysts on January 27^th, 2010 at 9:00 AM Pacific time, at its headquarters in Redwood Shores, California. Details are available at www.oracle.com/sun.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements about Oracle and Sun, including statements that involve risks and uncertainties concerning Oracle’s acquisition of Sun. When used in this press release, the words “will”, “expects”, “intends” and other similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle or Sun, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this press release due to a number of risks and uncertainties. Potential risks and uncertainties include, among others: the possibility that the transaction will not be cleared by relevant regulatory authorities or will not close, the possibility that the closing may be further delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or Sun may be adversely affected by other economic, business, and/or competitive factors. 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 Sun.

In addition, please refer to the documents that Oracle and Sun, respectively, file with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K for additional risks. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. Neither Oracle nor Sun is under any duty to update any of the information in this press release.

About Oracle

Oracle (NASDAQ: ORCL) is the world’s largest enterprise software company. For more information about Oracle, please visit our Web site at http://www.oracle.com.

Trademark

Oracle is a registered trademark of Oracle Corporation and/or its affiliates. Other names may be trademarks of their respective owners.

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Contact:

Karen Tillman

Oracle Corporate Communications

+1.650.607.0326

karen.tillman@oracle.com