-----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, JMjMH2PCAVHP1Lhp8Vgn4p4ZCLDFR0ZbOizR5czyvCqDTz9RzSIm51Re7/DE0lw+ tgxA6+xcEcXBLO7CLhBY0w== 0000950103-06-002790.txt : 20061212 0000950103-06-002790.hdr.sgml : 20061212 20061212130709 ACCESSION NUMBER: 0000950103-06-002790 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061212 DATE AS OF CHANGE: 20061212 GROUP MEMBERS: ORACLE SYSTEMS CORPORATION GROUP MEMBERS: STAR ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STELLENT INC CENTRAL INDEX KEY: 0000867347 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411652566 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43502 FILM NUMBER: 061270893 BUSINESS ADDRESS: STREET 1: 7777 GOLDEN TRIANGLE DRIVE STREET 2: . CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9529032000 MAIL ADDRESS: STREET 1: 7777 GOLDEN TRIANGLE DRIVE STREET 2: . CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: INTRANET SOLUTIONS INC DATE OF NAME CHANGE: 19960808 FORMER COMPANY: FORMER CONFORMED NAME: MACGREGOR SPORTS & FITNESS INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: VIDA VENTURES LTD /MN/ DATE OF NAME CHANGE: 19600201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STELLENT INC CENTRAL INDEX KEY: 0000867347 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411652566 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43502 FILM NUMBER: 061270894 BUSINESS ADDRESS: STREET 1: 7777 GOLDEN TRIANGLE DRIVE STREET 2: . CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9529032000 MAIL ADDRESS: STREET 1: 7777 GOLDEN TRIANGLE DRIVE STREET 2: . CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: INTRANET SOLUTIONS INC DATE OF NAME CHANGE: 19960808 FORMER COMPANY: FORMER CONFORMED NAME: MACGREGOR SPORTS & FITNESS INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: VIDA VENTURES LTD /MN/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORACLE CORP CENTRAL INDEX KEY: 0001341439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 542185193 FISCAL YEAR END: 0531 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 dp04232_sctota.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Amendment No. 4

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

STELLENT, INC.
(Name of subject company (Issuer))

ORACLE CORPORATION
ORACLE SYSTEMS CORPORATION
STAR ACQUISITION CORP.
(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share	85856W105
(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, Esq.

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)

$450,988,857		$48,255

(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 $13.50 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:	$48,255	Filing Party:	Oracle Corporation, Oracle Systems Corporation,
				Star Acquisition Corp.
	Form of Registration No.:	Schedule TO	Date Filed:	November 13, 2006

o	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:
x	third party tender offer subject to Rule 14d-1
o	issuer tender offer subject to Rule 13e-4
o	going private transaction subject to Rule 13e-3
x	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: o

CUSIP No. 85856W105

SCHEDULE 13D

Page 2 of 11 Pages

1	NAME OF REPORTING PERSONS ORACLE CORPORATION I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 54-2185193
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A o
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 28,803,497
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 28,803,497
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,803,497
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92%
14	TYPE OF REPORTING PERSON* CO and HC

CUSIP No. 85856W105

SCHEDULE 13D

Page 3 of 11 Pages

1	NAME OF REPORTING PERSONS ORACLE SYSTEMS CORPORATION I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 94-2871189
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A o
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 28,803,497
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 28,803,497
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,803,497
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 85856W105

SCHEDULE 13D

Page 4 of 11 Pages

1	NAME OF REPORTING PERSONS STAR ACQUISITION CORP.¹ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 20-5850300
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) N/A o
6	CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 28,803,497
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 28,803,497
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,803,497
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92%
14	TYPE OF REPORTING PERSON* CO


¹	Star Acquisition Corp. was incorporated on October 17, 2006 as a wholly-owned subsidiary of Oracle Systems Corporation soleley for the purpose of consummating a business combination with Stellent, Inc. and has no operations.

TENDER OFFER

This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2006, amends and supplements the Tender Offer Statement on Schedule TO filed on November 13, 2006 (the “Schedule TO”) and relates to the offer by Star Acquisition Corp., a Minnesota corporation (the “Purchaser”) 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 $0.01 per share, and the associated preferred stock purchase rights (together, the “Shares”) of Stellent, Inc., a Minnesota corporation (the “Company”), for $13.50 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 November 13, 2006 (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 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.

The Items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Items 4 and 8. Terms of the Offer; Interest in Securities of the Company

The initial offering period of the Offer expired at 12:00 midnight, New York City time, on Monday, December 11, 2006. According to Wells Fargo Bank, N.A., the depositary for the Offer, approximately 28,803,497 Shares (including Shares tendered by notice of guaranteed delivery) were validly tendered and not withdrawn as of the expiration date of the initial offering period of the Offer, representing approximately 92% of the outstanding Shares. The Purchaser has accepted for payment all tendered Shares. The Purchaser controls approximately 92% of the outstanding Shares.

Pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of November 2, 2006 among Parent, the Purchaser and the Company, the Purchaser will be merged with and into the Company (the “Merger”), and each outstanding Share not tendered in the Offer (other than Shares held by the Company, Parent or the Purchaser and Shares held by stockholders who properly perfect appraisal rights under Minnesota law) will be converted into the right to receive $13.50 per Share, net to the seller in cash without interest thereon, less any required withholding taxes. Following the consummation of the Merger, the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent. The Merger will occur within the next several days.

Item 11. Additional Information.

On December 12, 2006, Oracle announced the expiration of the initial offering period at 12:00 midnight, New York City time, on Monday, December 11, 2006. In the Offer, an aggregate of approximately 28,803,497 Shares (including Shares tendered by notice of guaranteed delivery) were validly tendered and not withdrawn, representing approximately 92% of the outstanding Shares. The Purchaser has accepted for payment all tendered Shares. The Purchaser controls approximately 92% of the outstanding Shares.

On December 12, 2006, Oracle also announced that the Merger will occur within the next several days. Each outstanding Share not tendered in the Offer (other than Shares held by the Company, Parent or the Purchaser and Shares held by stockholders who properly perfect appraisal rights under Minnesota law) will be converted into the right to receive $13.50 per Share, net to the seller in cash without interest thereon, less any required withholding taxes. Following the consummation of the Merger, the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent.

The press release issued by Oracle announcing the expiration of the Offer is attached hereto as Exhibit (a)(5)(iv).

Item 12. Exhibits.

Item 12 is hereby amended and supplemented by adding the following exhibit:
“(a)(5)(iv) Press release issued by Oracle on December 12, 2006.”

STAR ACQUISITION CORP.


By:	/s/ Daniel Cooperman

	Daniel Cooperman
	President and Chief Executive Officer



ORACLE SYSTEMS CORPORATION


By:	/s/ Daniel Cooperman

	Daniel Cooperman
	Senior Vice President, General Counsel and Secretary



ORACLE CORPORATION


By:	/s/ Daniel Cooperman

	Daniel Cooperman
	Senior Vice President, General Counsel and Secretary

Dated: December 12, 2006

EXHIBIT INDEX


Exhibit Number		Description

(a)(5)(iv)		Press release issued by Oracle on December 12, 2006.

EX-99.A.5.IV 2 dp04232_ex-a5iv.htm

For Immediate Release

Contacts:
Letty Ledbetter
Oracle
650.506.8071
letty.ledbetter@oracle.com

Oracle Assumes Ownership of Stellent, Inc.

REDWOOD SHORES, Calif., December 12, 2006 - Oracle Corporation today announced that Stellent, Inc. shareholders tendered approximately 28.8 million shares (including shares tendered by notice of guaranteed delivery), representing approximately 92 percent of Stellent’s outstanding common stock, pursuant to Oracle’s tender offer for all of the outstanding common stock of Stellent which expired at 12:00 midnight, New York City time, on Monday, December 11, 2006. Oracle has accepted for payment all shares tendered in the offer.

Additionally, Oracle will designate seven representatives to serve on Stellent’s board of directors, giving Oracle majority board representation. One of the current Stellent board members will remain on the Stellent board until the merger between the companies is completed.

The completion of the tender offer is the first step in Oracle’s two-step acquisition of Stellent. The second and final step, the merger of Stellent with an Oracle subsidiary, is expected to occur within the next several days. All remaining outstanding Stellent shares, other than those held by shareholders who properly perfect dissenters’ rights under Minnesota law, will be converted into the right to receive $13.50 per Share, net to the seller in cash without interest, less any required withholding taxes. Following the merger, Stellent 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, visit our Web site at http://www.oracle.com.

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 SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SHARES OF STELLENT'S COMMON STOCK IS ONLY MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT ORACLE CORPORATION, ORACLE SYSTEMS CORPORATION AND STAR ACQUISITION CORP. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2006 AND AS SUBSEQUENTLY AMENDED. STELLENT SHAREHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STELLENT SHAREHOLDERS MAY OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS OR FROM ORACLE CORPORATION.

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