SEC Comment Letter for ORACLE CORP (ORCL, ORCL-PD) (CIK 0001341439) (ORCL) — Apr 19, 2006
ORACLE CORP (ORCL, ORCL-PD) (CIK 0001341439)
Date: April 19, 2006 · CIK: 0001341439 · Accession: 0000000000-06-018246
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-132250
Letter
Room 4561 March 31, 2006 Mr. Daniel Cooperman Senior Vice President, General Counsel and Secretary Oracle Corporation 500 Oracle Parkway Redwood City, California 94065
Re: Oracle Corporation Registration Statement on Form S-4 filed March 7, 2006 File No. 333-132250
Dear Mr. Cooperman:
This is to advise you that we have limited our review of the above registration statement to the matters addressed in the comments below. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Registration Statement on Form S-4
Cautionary Statement Concerning Forward-Looking Statements, page ii
1. The safe harbor for forward-looking statem ents provided in the Private Securities Litigation Reform Act of 1995 does not apply to statements made in connection with a tender offer. See Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act. Therefore, please delete the reference to the safe harbor or state explicitly that the safe harbor protections it provides do not apply to statements made in connection with the offer.
Mr. Daniel Cooperman Oracle Corporation March 31, 2006 Page 2 The Exchange Offer, page 36
2. We note your reservation of the right to amend the terms of the offer on page 37. Please revise to indicate that, in the event of a material change in the offer, including the waiver of a material condition, you will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.
3. We note your disclosure on page 37 regarding the manner in which notice to extend the exchange offer will be provided. Please confirm that such notice will disclose the number of securities tendered as of the date of the notice pursuant to the requirements of Rule 14e-1(d) under the Exchange Act.
4. Please revise your disclosure at the bottom of page 38 to clarify that you will issue the new notes promptly after expiration rather than after acceptance. Please see Rule 14e-1(c) under the Exchange Act.
5. We note your disclosure on page 39 indicating that you will return any old notes not accepted for exchange “as promptly as practicable” after expiration or termination of the exchange offer. Rule 14e-1(c) under the Exchange Act requires that you exchange the notes or return the old notes “promptly” upon expiration or termination of the offer, as applicable. Please revise here and throughout the document, as necessary. We note similar disclosure on page 37.
Part II
Item 21. Exhibits
Exhibit 5
6. The last paragraph of counsel’s opinion states that the opinion may not be relied upon by or furnished to any other person other than you. Counsel’s opinion speaks to the validity of securities you are registering in this registration statement and are offering for exchange to certain investors. Accordi ngly, Item 601(b)(5) of Regulation S-K requires that an opinion of counsel as to such securities be filed with your registration statement; it is inappropriate that investors may not rely on such opinion regarding the validity of such securities. Please revise.
Exhibit 99.1
7. Please delete the language in the letter of transmittal requiring the note holder to acknowledge or certify that he/she has “read” all of the terms of the exchange offer.
* * * *
Mr. Daniel Cooperman Oracle Corporation March 31, 2006 Page 3
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act and Exchange Act and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of your registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act and the Exchange Act as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
Mr. Daniel Cooperman Oracle Corporation March 31, 2006 Page 4 We direct your attention to Rule 461 regarding requesting acceleration of a registration statement. Please allow adequate time after th e filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Daniel Lee at (202) 551-3477 with any questions. If you need further assistance, you may contact me at (202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
Show Raw Text
Room 4561 March 31, 2006 Mr. Daniel Cooperman Senior Vice President, General Counsel and Secretary Oracle Corporation 500 Oracle Parkway Redwood City, California 94065 Re: Oracle Corporation Registration Statement on Form S-4 filed March 7, 2006 File No. 333-132250 Dear Mr. Cooperman: This is to advise you that we have limited our review of the above registration statement to the matters addressed in the comments below. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Registration Statement on Form S-4 Cautionary Statement Concerning Forward-Looking Statements, page ii 1. The safe harbor for forward-looking statem ents provided in the Private Securities Litigation Reform Act of 1995 does not apply to statements made in connection with a tender offer. See Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act. Therefore, please delete the reference to the safe harbor or state explicitly that the safe harbor protections it provides do not apply to statements made in connection with the offer. Mr. Daniel Cooperman Oracle Corporation March 31, 2006 Page 2 The Exchange Offer, page 36 2. We note your reservation of the right to amend the terms of the offer on page 37. Please revise to indicate that, in the event of a material change in the offer, including the waiver of a material condition, you will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change. 3. We note your disclosure on page 37 regarding the manner in which notice to extend the exchange offer will be provided. Please confirm that such notice will disclose the number of securities tendered as of the date of the notice pursuant to the requirements of Rule 14e-1(d) under the Exchange Act. 4. Please revise your disclosure at the bottom of page 38 to clarify that you will issue the new notes promptly after expiration rather than after acceptance. Please see Rule 14e-1(c) under the Exchange Act. 5. We note your disclosure on page 39 indicating that you will return any old notes not accepted for exchange “as promptly as practicable” after expiration or termination of the exchange offer. Rule 14e-1(c) under the Exchange Act requires that you exchange the notes or return the old notes “promptly” upon expiration or termination of the offer, as applicable. Please revise here and throughout the document, as necessary. We note similar disclosure on page 37. Part II Item 21. Exhibits Exhibit 5 6. The last paragraph of counsel’s opinion states that the opinion may not be relied upon by or furnished to any other person other than you. Counsel’s opinion speaks to the validity of securities you are registering in this registration statement and are offering for exchange to certain investors. Accordi ngly, Item 601(b)(5) of Regulation S-K requires that an opinion of counsel as to such securities be filed with your registration statement; it is inappropriate that investors may not rely on such opinion regarding the validity of such securities. Please revise. Exhibit 99.1 7. Please delete the language in the letter of transmittal requiring the note holder to acknowledge or certify that he/she has “read” all of the terms of the exchange offer. * * * * Mr. Daniel Cooperman Oracle Corporation March 31, 2006 Page 3 As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act and Exchange Act and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of your registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act and the Exchange Act as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. Mr. Daniel Cooperman Oracle Corporation March 31, 2006 Page 4 We direct your attention to Rule 461 regarding requesting acceleration of a registration statement. Please allow adequate time after th e filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Daniel Lee at (202) 551-3477 with any questions. If you need further assistance, you may contact me at (202) 551-3730. Sincerely, Barbara C. Jacobs Assistant Director cc: Via Facsimile Bruce Dallas, Esq. Davis Polk & Wardell 1600 El Camino Real Menlo Park, California 94025 Telephone: (650) 752-2000 Facsimile: (650) 752-2111