Amendment No. 8 to Schedule TO

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JbEtxLVo+omhmV8gBB5VSjH+B8PY+FKTikjWNR3qBPOtxd0ca7p/TpSDJeSdb32f tt6GcX49+xeuYgrngdD/4A== 0001193125-06-141390.txt : 20060703 0001193125-06-141390.hdr.sgml : 20060703 20060703171910 ACCESSION NUMBER: 0001193125-06-141390 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060703 DATE AS OF CHANGE: 20060703 GROUP MEMBERS: ORACLE SYSTEMS CORPORATION GROUP MEMBERS: POTTER ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PORTAL SOFTWARE INC CENTRAL INDEX KEY: 0001080306 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 770369737 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58301 FILM NUMBER: 06941082 BUSINESS ADDRESS: STREET 1: 10200 SOUTH DE ANZA BOULEVARD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4083434400 MAIL ADDRESS: STREET 1: 10200 SOUTH DEANZA BLVD CITY: CUPERTINO STATE: CA ZIP: 95014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PORTAL SOFTWARE INC CENTRAL INDEX KEY: 0001080306 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 770369737 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58301 FILM NUMBER: 06941083 BUSINESS ADDRESS: STREET 1: 10200 SOUTH DE ANZA BOULEVARD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4083434400 MAIL ADDRESS: STREET 1: 10200 SOUTH DEANZA BLVD CITY: CUPERTINO STATE: CA ZIP: 95014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORACLE CORP CENTRAL INDEX KEY: 0001341439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 542185193 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 500 ORACLE PARKWAY STREET 2: MAIL STOP 5 OP 7 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6505067000 MAIL ADDRESS: STREET 1: 500 ORACLE PARKWAY STREET 2: MAIL STOP 5 OP 7 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: Ozark Holding Inc. DATE OF NAME CHANGE: 20051013 SC TO-T/A 1 dsctota.htm AMENDMENT NO. 8 TO SCHEDULE TO Amendment No. 8 to Schedule TO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 8

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

PORTAL SOFTWARE, INC.

(Name of subject company (Issuer))

POTTER ACQUISITION CORPORATION

ORACLE SYSTEMS CORPORATION

ORACLE CORPORATION

(Names of Filing Persons (Offerors))


Common Stock, $0.001 par value per share		736126301
(Title of classes of securities)		(CUSIP number of common stock)

Daniel Cooperman, Esq.

Senior Vice President, General Counsel & Secretary

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

Telephone: (650) 506-7000

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

Copies to:

William M. Kelly

Davis Polk & Wardwell

1600 El Camino Real

Menlo Park, California 94025

Telephone: (650) 752-2000

CALCULATION OF FILING FEE


Transaction Valuation(1)		Amount of Filing Fee(2)
$250,194,789		$26,771

(1)	Estimated for purposes of calculating the filing fee only. This amount is based upon an estimate of the maximum number of shares to be purchased pursuant to the tender offer at the tender offer price of $4.90 per Share.

(2)	The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $107 for each $1,000,000 of value.

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.


Amount Previously Paid:	$26,771	Filing Party:	Potter Acquisition Corporation, Oracle Systems Corporation and Oracle Corporation
Form or Registration No.:	Schedule TO	Date Filed:	April 25, 2006

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third party tender offer subject to Rule 14d-1

issuer tender offer subject to Rule 13e-4

going private transaction subject to Rule 13e-3

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: x


CUSIP No. 736126301		13D		Page 2 of 10 Pages


1	NAMES OF REPORTING PERSONS ORACLE CORPORATION I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 54-2185193

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A			¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 43,610,617
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 43,610,617

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,610,617

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 90%

14	TYPE OF REPORTING PERSON CO and HC


CUSIP No.		13D		Page 3 of 10 Pages


1	NAMES OF REPORTING PERSONS ORACLE SYSTEMS CORPORATION I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-2871189

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A			¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 43,610,617
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 43,610,617

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,610,617

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 90%

14	TYPE OF REPORTING PERSON CO and HC


CUSIP No.		13D		Page 4 of 10 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) POTTER ACQUISITION CORPORATION¹

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A			¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 43,610,617
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 43,610,617

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,610,617

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 90%

14	TYPE OF REPORTING PERSON CO

¹Potter Acquisition Corporation was incorporated on April 7, 2006 as a wholly-owned subsidiary of Oracle Systems Corporation solely for the purpose of consummating a business combination with Portal Software, Inc. and has no operations.

This Amendment No. 8 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2006, amends and supplements the Tender Offer Statement on Schedule TO filed on April 25, 2006, as amended (the “Schedule TO”), and relates to the offer by Potter Acquisition Corporation, a Delaware corporation (“Offeror”) and a wholly-owned subsidiary of Oracle Systems Corporation, a Delaware corporation (“Parent”), which is a wholly-owned subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”), to purchase all outstanding shares of Common Stock, par value $0.001 per share, and the associated preferred stock purchase rights (together, the “Shares”) of Portal Software, Inc., a Delaware corporation (the “Company”), for $4.90 per Share, net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 25, 2006, as amended (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase, and any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase.

The Offer is made pursuant to the Agreement and Plan of Merger, dated as of April 11, 2006, as amended (the “Merger Agreement”), among Offeror, Parent and the Company.

The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8. Interest in Portal Securities.

Item 8 of the Schedule TO is hereby amended and supplemented by including the following:

“The subsequent offering period of the Offer expired at 8:00 pm, New York City time, on June 30, 2006. In the Offer, an aggregate of approximately 38.3 million Shares were validly tendered and not withdrawn, representing approximately 88.6 percent of the outstanding Shares. Offeror has accepted for payment all tendered Shares. Together with the approximately 5.3 million Shares acquired by Oracle, Parent, and Offeror through open market purchases at $4.90 per Share and through the exercise of the irrevocable option to purchase that number of Shares equal to the lowest number of Shares that, when added to the number of Shares owned by Offeror at the time of such exercise, would constitute one share more than 90% of the Shares then outstanding (as described more fully in the Offer to Purchase), Oracle, Parent and Offeror collectively control 90 percent of the outstanding Shares.”

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by including the following:

“On July 3, 2006, Oracle announced the expiration of the subsequent offering period at 8:00 pm, New York City time, on June 30, 2006. In the Offer, an aggregate of approximately 38.3 million Shares were validly tendered and not withdrawn, representing approximately 88.6 percent of the outstanding Shares. Offeror has accepted for payment all tendered Shares. Together with the approximately 5.3 million Shares acquired by Oracle, Parent, and Offeror through open market purchases at $4.90 per Share and through the exercise of the irrevocable option to purchase that number of Shares equal to the lowest number of Shares that, when added to the number of Shares owned by Offeror at the time of such exercise, would constitute one share more than 90% of the Shares then outstanding (as described more fully in the Offer to Purchase), Oracle, Parent and Offeror collectively control 90 percent of the outstanding Shares.

On July 3, 2006, Oracle also announced that the second step merger of Offeror with and into the Company (the “Merger”) occurred on July 3, 2006. In connection with the Merger, each outstanding Share not tendered in the Offer (other than Shares held by the Company, Oracle, Parent and Offeror and Shares held by stockholders who properly perfect appraisal rights under Delaware law) was converted into the right to receive $4.90 per share in cash, without interest. Following the consummation of the Merger, the Company will continue as the surviving corporation and be a wholly-owned subsidiary of Parent.”

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(vi) Text of press release issued by Oracle dated July 3, 2006.”

SIGNATURE

After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


POTTER ACQUISITION CORPORATION

By:		/s/ Daniel Cooperman
Name:		Daniel Cooperman
Title:		President and Chief Executive Officer

ORACLE SYSTEMS CORPORATION

By:		/s/ Daniel Cooperman
Name:		Daniel Cooperman
Title:		Senior Vice President, General Counsel and Secretary

ORACLE CORPORATION

By:		/s/ Daniel Cooperman
Name:		Daniel Cooperman
Title:		Senior Vice President, General Counsel and Secretary

Dated July 3, 2006

EXHIBIT INDEX


(a)(5)(vi)		Text of press release issued by Oracle dated July 3, 2006.

EX-99.(A)(5)(V) 2 dex99a5v.htm TEXT OF PRESS RELEASE ISSUED BY ORACLE DATED JULY 3, 2006 Text of press release issued by Oracle dated July 3, 2006

Exhibit (a)(5)(vi)

Contact(s):

DeborahHellinger

Oracle

+1.650.506.5158

deborah.hellinger@oracle.com

Oracle To Close Acquisition Of Portal Software Today

Ownership Currently Stands at 88%

REDWOOD SHORES, Calif., 03-JUL-2006 Oracle Corporation (NASDAQ: ORCL) today announced that it will complete its acquisition of Portal Software, Inc. (OTC BB: PRSF.PK) immediately and is moving ahead quickly with the integration of the two companies.

Oracle’s subsequent offering period under its tender offer to purchase all of the outstanding shares of Portal expired at 8 p.m. New York City time on June 30, 2006. Including those shares tendered in the initial offering period, Oracle has acquired over 38 million shares or more than 88 percent of Portal’s outstanding stock. Oracle has accepted for payment all shares tendered in the offer.

The merger will occur today, Monday, July 3. All remaining outstanding Portal shares, other than those held by stockholders who properly perfect appraisal rights under Delaware law, will be converted in the merger into the right to receive $4.90 per share in cash. Following the merger, Portal will be a wholly-owned subsidiary of Oracle.

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.

About Portal Software

Portal is the leading worldwide provider of billing and Revenue Management solutions for the global communications and media markets. The company delivers the only platform for the end-to-end management of customer revenue across offerings, channels, and geographies. Portal’s solutions enable companies to dramatically accelerate the launch of innovative, profit-rich services while significantly reducing the costs associated with legacy billing systems.

# # #

Trademarks

Oracle, JD Edwards, PeopleSoft, and Siebel are registered trademarks of Oracle Corporation and/or its affiliates. PORTAL, and the PORTAL LOGO are trademarks or registered trademarks in the United States and in other countries, all owned by Portal Software, Inc. or its subsidiaries. Other names may be trademarks of their respective owners.

Important Information

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE OFFER TO BUY PORTAL SOFTWARE’S COMMON STOCK IS ONLY MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE CORPORATION, ORACLE SYSTEMS CORPORATION AND POTTER ACQUISITION CORPORATION. FILED ON APRIL 25, 2006

AND AS SUBSEQUENTLY AMENDED. STOCKHOLDERS SHOULD READ THE OFFER TO PURCHASE AND RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS CAN OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS FREE AT THE SEC’S WEBSITE AT WWW.SEC.GOV FROM MACKENZIE PARTNERS, THE INFORMATION AGENT FOR THE OFFER, OR FROM ORACLE CORPORATION.

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