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Mark Dentinger, former chief financial officer of BEA Systems prior to its acquisition by Oracle, will start next week as the new CFO at KLA-Tencor, a supplier of chip-making equipment.

Dentinger spent nine years at BEA Systems, “during which he managed all aspects of finance, investor relations, legal, facilities, and information technology, among various other financial roles within the company,” according to a filing KLA made Friday with the SEC.

One thing BEA and KLA have in common: both were forced to restate results after internal investigations at each determined that many option awards to employees were improperly dated. Read the rest of this entry »

Earlier this week, we noted that Oracle’s acquisition binge has reshaped the company’s workforce, with almost one-third of employees having joined through those purchases.

It turns out that the executive ranks are also being altered. A proxy filed Wednesday as part of Oracle’s (ticker:ORCL) pending acquisition of Bea Systems (ticker:BEAS) includes a PowerPoint presentation by President Charles Phillips extolling the virtue of the combination.

Among the upsides for BEA employees about to be eaten alive join Oracle is the opportunity, some day, to be running the joint. Just check out this slide that lists current execs who joined the company through acquisitions:

Can we assume that one day that slide will include someone with the CEO title?

Okay, maybe three BEA Systems (BEAS) posts in one week is bordering on the obsessive. But we can’t help ourselves.

The latest tidbit actually comes courtesy Michelle Leder at footnoted.org where she dug through a merger proxy filed by BEA.

You can read Leder’s full post here. 

It turns out that Oracle began pursuing BEA back in June. It also happens that BEA had already retained Goldman Sachs in June to pursue its “strategic options.” The first hint of turmoil the public got came in September when investor Carl Icahn disclosed he’d taken a 8.5 percent stake in BEA and favored a sale of the company. Oracle publicly disclosed a $17 per share offer in September.

When Oracle threatened to rescind its offer in late October, BEA’s board decided it would be prepared to talk about a sale if someone offered $21 per share.  Things cooled for awhile with sporadic contact between Oracle and BEA while Icahn tried to play matchmaker. Eventually, Icahn helped bring Oracle around to $19.375 per share which brought the sides together to create the deal announced on Jan. 16.

As we noted below, there’s the moola that Chuang made last year.  But then there’s what he could make this year — depending on what happens next in the Oracle deal.

Back in January, Oracle (ticker:ORCL) finally coughed up enough money to buy BEA Systems (ticker:BEAS). In the proxy were wrote about previously, the company also disclosed the details of payments that executives would receive under a “change in control.” For that to be triggered, the company has to be sold (check!) AND the exec has to be let go without cause.

In that case, here are following potential pay outs:

• CEO Alfred Chuang: $10.85 million.
• Mark Detinger: $4.6 million.
• Thomas Ashburng: $4.98 million.

An interesting footnote on Chuang’s potential windfall comes under the category of “Perquisites” where it says he gets $418,600 for: “an automobile and driver ($188,000), credit card fees ($2,500), and directed charitable contributions ($6,800).” The severance covers two years. He also gets $50,000 for “Outplacement” services.

Of course, Chuang still owns 9.48 million shares of stock. So with Oracle offering to pay $19.375 per share in cach, that $183.675 million should help Chuang get through a couple of lean months — if he’s let go — while those outplacement folks help him find another job.

BEA Systems finally got around to filing its proxy statement covering the fiscal year that
ended more than a year ago on Jan. 31, 2007. It turned out to be a very good year for
co-founder and chief executive Alfred Chuang, even though BEA shares ended that year still down 30 percent from where they were five years before.

In addition to his $862,500 salary Chuang was given two bonuses: one for his work in fiscal 2007 totaled $929,543, and a second “”discretionary bonus” for his efforts in fiscal 2006 of $200,000. (Note: that would be in addition to the $750,000 bonus the board had already given Chuang for his fiscal 2006 efforts.) Oh, and Chuang also made another $6 million exercising options in fiscal 2007.

Chuang also got various other goodies, including the use of a company car and driver worth $188,853, matching 401(k) contributions of $3,000 (Geez, what’s the match?), personal financial planning and tax preparation services worth $15,545 plus $6,955 to pay for the taxes on it, “miscellaneous other compensation of $5,910,” plus $6,800 for  “donations.” (Um, couldn’t he afford to make his OWN donations?)

Total on the above: $8.2 million. But wait, there’s more.

Chuang was also given a stock award for 233,000 shares that were worth $3 million when granted, but whose value has risen to $4.5 million given Oracle’s pending purchase of BEA Systems for $19.38 per share. And an option grant covering 700,000 shares with a strike price of $12.93 will net Chuang another $4.5 million when the deal with Oracle is done.

As of a year ago, Chuang also controlled options covering 5.67 million shares that will bring him $63.6 million when the sale goes through. That should help salve any wounds he feels once Larry Ellison becomes his boss. It will also help take the sting out of the $2.45 million Chuang agreed to repay BEA last year to cover the amount of improper gain he received exercising and selling shares from three mis-priced option grants in 1998 and 1999.

BEA Systems will be filing another proxy before much longer in preparation for a shareholder vote to approve the Oracle buy-out. We look forward to seeing what kind of compensation arrangements were made for Chuang during BEA’s final fiscal year just ended.  Could his parachute get any more golden?

As if merging companies isn’t enough of a pain. Now executives have to worry about employees running amok with their company blogs and all that Web 2.0 stuff.

Case in point: BEA Systems (ticker:BEAS) and its deal with Oracle (ticker:ORCL). After an on-again, off-again courtship, Oracle announced earlier this month it was buying BEA for $19.375 per share.

Naturally, this has prompted all sorts of anxiety-producing questions in the minds of BEA employees. (Does being assimilated hurt? Will Larry invite me to that big Japanese pad of his? Am I required to understand the finer points of really big sail boat races?)

As companies do, BEA issued employees a helpful memo answering their most pressing questions and marked it “confidential.” And then it filed that Q&A with the U.S. Securities and Exchange Commission on Wednesday.

Among the burning questions that are apparently on the minds of BEA employees: ”Are there any restrictions on blogs or other communications?”

BEA’s response:

“BEA blogs must not discuss Oracle or the proposed merger in any way. If a third party posts a message related to this topic, please respond that the purpose of the blog is to discuss BEA products and technology trends, and that the blog cannot be used to discuss Oracle or the proposed merger. Similarly if a BEA employee blogs on non-BEA sponsored sites, the proposed merger with Oracle is off limits for discussion. All proposed communications to a broad internal or external audience requires the approval of the BEA integration team.”

Will an army of BEA bloggers stage a revolt to defend their liberties? Stay tuned…

With Icahn’s blessing, or perhaps because of his threats, BEA Systems pushed back the date of its first shareholder meeting since July 2006 from Feb. 14 to March 18.

In a press release sent out Thursday afternoon, the company said its board of directors
“believes it is in the best interest of shareholders to postpone the meeting until after BEA has reported financial results for the fourth quarter and fiscal year ending January 31, 2008.”

That begs the question, how come the board didn’t think about that last month when they first reported the February meeting date along with its filing of several overdue financial reports and news about restatements related to its stock option investigation?

The company took care to point out in the release that its “largest shareholder, Carl Icahn, supports the change in meeting date.” Recall that funds affiliated with Icahn filed suit October 26 to compel the company to hold a shareholder meeting “on or before November 30, 2007, and to enjoin the company from taking certain actions pending the next annual meeting.”

The “certain actions” no doubt included rejection of a hostile offer made by that acquisitive software company known as to buy BEA for $17 a share, something BEA’s board did the same day. Icahn, you will recall, amassed a 14 percent holding of BEA stock in the months prior to the Oracle offer when the share price was trading between $11 and $12 a share.

The March 2008 shareholder meeting will be its first since July 2006.  We (finally) took note of the election results from that meeting belatedly filed in one of the quarterly reports  the company filed last month to bring it up to date.  For the second straight year, a non-binding proposal to repeal the class structure of the board passed, signifying that holders of a majority of shares want directors elected each year, rather than having staggered terms.

After giving it “intensive consideration”, BEA’s board once again opposed the measure. Should the New York City Employees’ Retirement System want to propose it again, it should know that “Solely in connection with the 2007 Annual Meeting” the company is waiving the “the advance notice to which it is entitled” and will allow stockholders to nominate persons to serve on its board of directors or to forward stockholder proposals through the “close of business” on March 7, 2008.

The company also suggests that any such actions be sent “by certified mail, return receipt requested.”

Otherwise, they might just get lost.

We wonder what Oracle (ticker:ORCL) CEO Larry Ellison’s to-do list looks like each day. Let’s see:

Number 1: Buy up every single software company whether they like it or not. Check.

Number 2: Sell a million shares of stock every day, just because I can. Check.

Both those items kept Big Larry busy last week. With one hand, he was making a friendly/hostile bid for BEA Systems (ticker: BEAS).

With the other hand, Ellison sold 1 million shares of stock every day for four straight days starting last Tuesday. In all, he pocketed $90,510,000. And he still holds 1.2 billion shares. Given his company’s current bid of $6.6 billion for BEA, Ellison would only need to sell one-quarter of his personal stock to pay the tab himself.

Oh boy, it looks like we may be in for another entertaining takeover drama.

Oracle and BEA Systems traded letters on Friday over Oracle’s unsolicited bid to buy the San Jose maker of software that helps applications communicate with data base servers.

Feeling the need to “clarify the sequence of activities that have transpired over the past few days,” Oracle President Charles Phillips sent BEA’s board a letter after BEA’s management allegedly cancelled a 10 a.m. meeting Friday designed “to commence a process intended to result in the execution of definitive agreements before the open of business on Monday.”

Ah, not true, according to a reply to Phillips’s letter late Friday afternoon from William Klein, BEA’s vice president of business planning and development, who asked Phillips to let him “clarify your misunderstanding and set the record straight.”

BEA, which told Oracle in its inital written reply to its offer that it considers Oracle a “direct competitor,” is leery of “any process which is long in duration, open-ended in nature” or that would “divulge competitively sensitive information which could materially harm our business and our shareholders’ interests.”

Perhaps BEA was summoning the memory of Oracle’s hostile acquisition of PeopleSoft, which took a year and a half to consummate, which PeopleSoft said helped sew doubts among its customers. On the upside to the delay, Oracle’s offer for PeopleSoft rose 65 percent from its initial $16 per-share bid to to an eventual $26.50.

BEA also feels that the “absence of current financial information to the public markets limits investor visibility into our performance.” BEA is in the process of restating its financial results following its investigation into improper handling of stock options and has not filed financial results since June 2006.

But that didn’t stop Oracle from acquiring Portal Software, a billing software company that was delinquent in its SEC filings by more than a year at the time they were acquired by Oracle last year.

According to the Wall Street Journal:

“In its response, BEA said the company “is worth substantially more to Oracle, to others and, importantly, to our shareholders” than Oracle’s $17-a-share offer. It asked for more information from Oracle, and said it would review the bid.”

And what say Carl Icahn? In an interview with Reuters:

Icahn said the offer from Oracle Chief Executive Larry Ellison may spare BEA from threats he has made to wage a proxy battle if the BEA board does not put the software maker up for sale.

“I think this will save a lot of … aggravation,” he said. “I think the best way to win the war is not to fight it.”

Speaking of winning, the two folks at BEA who are most likely to benefit from the deal are also people who might have the hardest time selling. Here are their most recent stock holdings, according to Thomson Financial, and what they’d be worth at $17 per share:

• CEO and founder Alfred Chuang: 2,743,680 shares, $46,642,560
• Director Dean Morton: 570,478 shares, $96,98,126