SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 2
(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) |
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 | ||||||
o | 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 |
This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this Amendment), filed with the Securities and Exchange Commission (the SEC) on December 4, 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.
Item 11. Additional Information.
1. The subsection entitled Antitrust in the United States in Section 16 of the Offer to Purchase entitled Certain Legal Matters; Regulatory Approvals is hereby amended by adding the following sentence to the end of the final paragraph thereof:
On November 17, 2006, the FTC granted early termination of the waiting period applicable to the Offer pursuant to the HSR Act.
2. The subsection entitled Antitrust in Austria in Section 16 of the Offer to Purchase entitled Certain Legal Matters; Regulatory Approvals is hereby amended by adding the following sentence to the end thereof:
On November 14, 2006, the Purchaser filed a notification with respect to the Offer to the Statutory Parties pursuant to the KartG. The statutory waiting period triggered by the filing of the notification is due to expire on December 12, 2006, subject to the initiation of an in-depth investigation by the Statutory Parties or the Statutory Parties decision to waive or forgo any such in-depth investigation prior to the end of the statutory waiting period, as requested by Oracle.
3. The subsection entitled Antitrust in Germany in Section 16 of the Offer to Purchase entitled Certain Legal Matters; Regulatory Approvals is hereby amended by adding the following sentence to the end thereof:
On November 26, 2006, the FCO approved the acquisition of Shares pursuant to the Offer.
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.
STAR ACQUISITION CORP. | ||
By: | /s/ Douglas Kehring | |
Douglas Kehring | ||
Vice President | ||
ORACLE SYSTEMS CORPORATION | ||
By: | /s/ Safra Catz | |
Safra Catz | ||
President and Chief Financial Officer | ||
ORACLE CORPORATION | ||
By: | /s/ Safra Catz | |
Safra Catz | ||
President and Chief Financial Officer | ||
Dated: December 4, 2006