SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 5
(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: x | |||||||
This Amendment No. 5 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on December 14, 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 8 and 11. Interest in Securities of the Subject Company; Additional Information.
Items 8 and 11 of the Schedule TO are hereby amended and supplemented by including the following:
On December 14, 2006, the second step merger of the Purchaser with and into the Company occurred. In connection with the Merger, each outstanding Share not tendered in the Offer (other than Shares held by shareholders who properly perfect dissenters’ rights under Minnesota law) was converted into the right to receive $13.50 per Share in cash, without interest thereon, less any required withholding taxes. The Company is the surviving corporation in the Merger and is now a wholly-owned subsidiary of Parent.
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/ 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 14, 2006