-----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, NNorF4v7H3vPWwNVv6DSG4co5CMWt7WAIC8G9jUKm7mAO/8beYsaZVX/CKTib1IW 6+78WEKdzqzlRtTnaNvZCA== 0001104659-08-029189.txt : 20080501 0001104659-08-029189.hdr.sgml : 20080501 20080501203945 ACCESSION NUMBER: 0001104659-08-029189 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080429 FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BEA SYSTEMS INC CENTRAL INDEX KEY: 0001031798 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770394711 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 2315 NORTH FIRST STREET STREET 2: - CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4085708000 MAIL ADDRESS: STREET 1: 2315 NORTH FIRST STREET STREET 2: - CITY: SAN JOSE STATE: CA ZIP: 95131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Geraffo Richard JR CENTRAL INDEX KEY: 0001392026 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22369 FILM NUMBER: 08796379 BUSINESS ADDRESS: BUSINESS PHONE: 408-570-8365 MAIL ADDRESS: STREET 1: BEA SYSTEMS, INC. STREET 2: 2315 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 4 1 a4.xml 4 X0202 4 2008-04-29 1 0001031798 BEA SYSTEMS INC BEAS 0001392026 Geraffo Richard JR 2315 NORTH FIRST STREET SAN JOSE CA 95131 1 1 0 0 EVP Worldwide Sales Non-Qualified Stock Option (right to buy) 7.96 2008-04-29 4 D 0 18750 D 2006-04-13 2015-04-13 Common Stock 18750 0 D Non-Qualified Stock Option (right to buy) 12.19 2008-04-29 4 D 0 150000 D 2008-05-23 2014-05-23 Common Stock 150000 0 D Non-Qualified Stock Option (right to buy) 6.90 2008-04-29 4 D 0 8125 D 2006-05-02 2015-05-02 Common Stock 8125 0 D Non-Qualified Stock Option (right to buy) 12.88 2008-04-29 4 D 0 39063 D 2007-05-10 2016-05-10 Common Stock 39063 0 D Restricted Stock Units 0 2008-04-29 4 D 0 50000 D 2007-05-10 2014-11-21 Common Stock 50000 0 D An option to purchase 75,000 shares was originally granted of which 56,250 vested and were exercised. 25% of the option shall vest and may be exercised upon the first anniversary of the date of grant and an additional 1/48th of the option shall vest and may be exercised upon the monthly anniversary of the date of grant thereafter. Pursuant to the Merger Agreement between the Issuer and Oracle Corporation ("Oracle"), the option will be assumed by Oracle and converted into an option to purchase 0.89 shares of Oracle common stock for each share of BEA common stock at an exercise price equal to the current exercise price divided by 0.89 per share. 25% of the option shall vest and may be exercised on the one-year anniversary of the grant date, and thereafter an additional 1/48th of the stock option shall vest and may be exercised on each subsequent monthly anniversary of the grant date over the following thirty-six months. An option to purchase 30,000 shares was originally granted of which 21,875 vested and were exercised. 25% of the option shall vest and may be exercised upon the first anniversary of the date of grant and an additional 1/48th of the option shall vest and may be exercised upon the monthly anniversary of the date of grant thereafter. An option to purchase 75,000 shares was originally granted of which 35,937 vested and were exercised. 25% of the option shall vest and may be exercised upon the first anniversary of the date of grant and an additional 1/48th of the option shall vest and may be exercised upon the monthly anniversary of the date of grant thereafter. Each restricted stock unit represents a contingent right to receive one share of BEA common stock. 25% of the restricted stock units shall vest and be converted to stock on the one-year anniversary of the grant date, and thereafter an additional 25% of the restricted stock units shall vest and be converted to stock on each subsequent annual anniversary of the grant date. Pursuant to the Merger Agreement between the Issuer and Oracle, the restricted stock units will be assumed by Oracle and converted into a restricted stock unit for 0.89 shares of Oracle common stock. /s/ Robert F. Donohue, by power of attorney 2008-05-01 -----END PRIVACY-ENHANCED MESSAGE-----