UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~ DC 20549

~~CURRENT~~FORM ~~REPORT~~ 8-K

~~Pursuant~~CURRENT toREPORT ~~Section 13 or 15(d) of~~

~~The~~Pursuant ~~Securities~~to ~~Exchange~~Section 13 ~~Act~~or 15(d) of ~~1934~~ the

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of 1934 ~~earliest event reported) February 23, 2012~~

~~TALEO~~Date ~~CORPORATION~~of report (Date of earliest event reported): April 5, 2012

~~(Exact~~Taleo ~~name~~Corporation ~~of registrant as specified in its charter)~~

Delaware		000-51299		52-2190418
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

(Exact Name of Registrant as Specified in its Charter)

4140 Dublin Boulevard, Suite 400

Delaware

000-51299

52-2190418

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4140 Dublin Boulevard, CASuite ~~94568~~ 400

~~(Address of principal executive offices~~Dublin, ~~including~~CA ~~zip~~94568 ~~code)~~

(~~925~~Address of Principal Executive Offices, including zip code) ~~452-3000~~

(Registrant’s telephone number, including area code: (925) 452-3000

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ItemTable 2.02 Results of Operations and Financial ConditionContents

OnTABLE ~~February 9,~~OF ~~2012,~~CONTENTS we issued a press release announcing our preliminary annual results for the year ended December 31, 2011. In the press release we reported a net loss of $14.5 million for 2011 in the Consolidated Statements of Operations.

OnItem ~~February 23,~~2.01 ~~2012,~~Completion ~~prior~~of toAcquisition ~~the~~or ~~issuance~~Disposition of ~~our~~Assets ~~Annual~~Item ~~Report~~3.01 onNotice ~~Form~~of ~~10-K,~~Delisting ~~we received~~or aFailure ~~notification~~to ~~from~~Satisfy ~~Revenue~~a ~~Quebec~~Continued ~~that~~Listing ~~our~~Rule ~~2009~~or ~~qualified~~Standard; ~~wage~~Transfer ~~credit~~of ~~claim~~Listing ~~was~~Item ~~denied~~3.03 ~~Although~~Material weModification ~~intend~~ to ~~pursue~~Rights ~~this matter with an appeal to the Minister~~ of ~~Finance~~Security inHolders ~~Quebec,~~Item ~~we have recorded an allowance of $3.~~5.01 ~~million~~Changes ~~related to this receivable~~ in ~~our~~Control ~~annual~~of ~~results~~Registrant ~~for~~Item ~~the~~5.02 ~~year~~Departure ~~ended~~of ~~December 31,~~Directors ~~2011.~~or ~~The~~Certain ~~denial~~Officers; ~~for~~Election ~~the~~of ~~2009~~Directors; ~~qualified~~Appointment ~~wage~~of ~~credit~~Certain ~~was~~Officers; ~~based~~Compensatory onArrangements anof ~~alleged~~Certain ~~failure~~Officers toItem ~~file~~5.03 anAmendments ~~election~~ to ~~claim~~Articles ~~the~~of ~~credit~~Incorporation inor aBylaws ~~timely~~Item ~~manner~~9.01 ~~The~~Financial ~~denial~~Statements ~~does not affect the 2010~~ and ~~2011~~Exhibits ~~qualified~~SIGNATURES ~~wage~~EXHIBIT ~~credits.~~INDEX ~~The income tax effect of this adjustment is a benefit of $0~~EX-3.61 ~~million~~EX-3. 2

~~The~~Item 2.01 ~~following~~Completion ~~table presents a reconciliation~~ of ~~the~~Acquisition ~~preliminary~~or ~~net~~Disposition ~~loss~~of ~~and~~Assets. ~~net loss per share announced in our press release on February 9, 2012 to the final results reported in our Annual Report on Form 10-K:~~

	Year Ended December 31,
	2011
Net loss announced on February 9, 2012	$	(14,463	)
Adjustments:
Increase in research and development expense	$	(3,536	)
Increase in benefit from income taxes	$	568
Net loss reported in Annual Report on Form 10-K	$	(17,431	)
Net loss per share:
Basic and diluted - announced on February 9, 2012	$	(0.35	)
Basic and diluted - reported in Annual Report on Form 10-K	$	(0.42	)

On April 5, 2012, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 8, 2012, among Taleo Corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”) and wholly owned subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”), Tiger Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and for limited purposes specified in the Merger Agreement, Oracle, Merger Sub was merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon completion of the Merger, the Company became an indirect wholly owned subsidiary of Oracle. The Merger Agreement and the transactions contemplated thereby, including the Merger, were approved by the Company’s board of directors and by its stockholders at a special meeting of the stockholders held on April 5, 2012.

~~Item~~At 8the effective time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger, other than shares held by any stockholder of the Company who properly exercised appraisal rights with respect thereto in accordance with Section 262 of the Delaware General Corporation Law and shares owned by the Company as treasury stock or by Oracle or any subsidiary of either the Company or Oracle, was converted into the right to receive $46.0100 ~~Other~~in ~~Events~~cash, without interest and less any applicable withholding taxes.

OnThe ~~February 27,~~foregoing ~~2012, Taleo~~summary ~~Corporation,~~does anot ~~Delaware~~purport ~~corporation~~to ~~(“Taleo”),~~be ~~was~~complete ~~informed~~and byis ~~the~~qualified ~~United~~in ~~States~~its ~~Federal~~entirety ~~Trade~~by ~~Commission~~reference ~~that~~to ~~Taleo has been granted early termination of~~ the ~~waiting~~full ~~period~~text ~~under the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976~~ (the ~~“HSR Act”) with respect to the proposed acquisition (the “~~Merger”) ~~of Taleo by Oracle Corporation~~Agreement, awhich ~~Delaware corporation (“Oracle”), that~~ is ~~contemplated~~included byas ~~the~~Exhibit ~~Agreement~~2.1 ~~and~~to ~~Plan~~this ofCurrent ~~Merger,~~Report ~~dated as of~~on ~~February~~ Form 8,-K ~~2012, by~~ and ~~among~~is ~~Taleo,~~incorporated OCherein ~~Acquisition~~by LLC (“Parent”), a Delaware limited liability company and wholly owned subsidiary of Oracle, Tiger Acquisition Corporation, a Delaware company and wholly owned subsidiary of Parent, and Oracle, solely with respect to certain obligations set forth therein (the “Merger Agreement”)reference. ~~The early termination of the waiting period has the effect of clearing the Merger under the HSR Act.~~

~~The~~Item 3.01 ~~Merger~~Notice ~~remains~~of ~~subject~~Delisting toor ~~regulatory~~Failure ~~clearance from the Austrian Federal Competition Authority, and is subject~~ to ~~the~~Satisfy ~~satisfaction or waiver of the~~a ~~other~~Continued ~~closing~~Listing ~~conditions~~Rule ~~specified~~or inStandard; ~~the~~Transfer ~~Merger~~of ~~Agreement~~Listing. ~~Parent filed a pre-merger notification with the Austrian Federal Competition Authority on February 23, 2012.~~

~~Parent~~In connection with the closing of the Merger, the Company notified The NASDAQ Global Select Market (“NASDAQ”) on April 5, 2012 that the Merger was consummated, and trading of the common stock of the Company on NASDAQ will be suspended. NASDAQ will file a ~~pre-merger~~delisting ~~notification~~application on Form 25 with the Securities and Exchange Commission (the ~~Italian~~“SEC”) ~~Antitrust~~to ~~Authority.~~report ~~However,~~that ~~under~~the ~~Italian~~shares ~~law,~~of the ~~Merger~~Company’s ~~may~~common ~~proceed~~stock ~~prior~~are no longer listed on NASDAQ. The Company intends to ~~clearance~~file ~~from~~a certification on Form 15 with the ~~Italian~~SEC ~~Antitrust~~requesting ~~Authority~~that the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be suspended.

~~The~~ Item 3.03 ~~Merger~~Material ~~Agreement~~Modification ~~was previously filed by Taleo as an exhibit~~ to ~~its~~Rights ~~Current~~of ~~Report~~Security ~~on Form 8-K filed with the Securities and Exchange Commission on February 9, 2012~~Holders.

~~Additional~~At ~~Information~~the effective time and ~~Where~~as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to ~~Find~~the Iteffective time of the Merger, other than shares held by any stockholder of the

Taleo CorporationTable (“Taleo”) plans to file with the Securities and Exchange Commission (the “SEC”) and furnish to its stockholders a proxy statement in connection with the proposed merger with Tiger Acquisition Corporation, pursuant to which Taleo would be indirectly acquired by Oracle Corporation (the “Merger”). The proxy statement will contain important information about the proposed Merger and related matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by Taleo through the web site maintained by the SEC at www.sec.gov, from Taleo by calling (925) 452-3120 or writing to Investor Relations at 4140 Dublin Boulevard, Suite 400, Dublin, California 94568, or by going to Taleo’s Investor Relations web site at http://ir.taleo.com/financials.cfm. Contents

~~Taleo~~ Company ~~and~~who ~~its~~properly ~~directors~~exercised ~~and~~appraisal ~~executive~~rights ~~officers~~with ~~may~~respect bethereto ~~deemed to be participants~~ in ~~the~~accordance ~~solicitation~~with ofSection 262 ~~proxies from the stockholders~~ of ~~Taleo in connection with~~ the ~~proposed~~Delaware ~~Merger.~~General ~~Information~~Corporation ~~regarding~~Law ~~the interests of these directors~~ and ~~executive~~shares ~~officers~~owned inby the ~~transaction~~Company ~~described~~as ~~herein~~treasury ~~and~~stock or ~~certain~~by ~~compensation~~Oracle ~~arrangements based on~~ or ~~relating~~any tosubsidiary ~~the~~of ~~Merger~~either ~~will be included in~~ the ~~proxy~~ ~~statement~~Company ~~described~~or ~~above. Additional information regarding these directors and executive officers is also included in Taleo’s proxy statement for its 2011 Annual Meeting of Stockholders~~Oracle, ~~which~~ was ~~filed~~converted ~~with~~into the ~~SEC~~right onto ~~April 15, 2011.~~receive ~~This document is available free of charge at the SEC’s web site at www~~$46.~~sec.gov,~~00 ~~from~~in ~~Taleo by calling (925) 452-3120 or writing to Investor Relations at 4140 Dublin Boulevard~~cash, ~~Suite~~without ~~400,~~interest ~~Dublin,~~and ~~California~~less ~~94568,~~any orapplicable bywithholding ~~going to Taleo’s Investor Relations web site at http://ir~~taxes.~~taleo.com/financials.cfm.~~

~~Note~~Item 5.01 onChanges ~~Forward-Looking~~in ~~Statements~~Control of Registrant.

~~The~~Upon ~~subject~~the ~~document~~closing ~~contains~~of ~~certain~~the ~~forward-looking~~Merger ~~statements~~on ~~within~~April 5, ~~the~~2012, ~~meaning~~a ofchange ~~Section 27A~~in control of the ~~Securities~~Company ~~Act~~occurred, ~~of 1933~~ and ~~Section 21E of~~ the ~~Securities~~Company ~~Exchange~~now ~~Act~~is ofan ~~1934,~~indirect wholly ~~including~~owned ~~but~~subsidiary ~~not~~of ~~limited to~~Oracle, ~~statements~~as ~~regarding~~described ~~the~~in ~~expected~~Item 2.01 ~~benefits and costs~~ of ~~the~~this ~~transaction,~~Current ~~the~~Report ~~plans,~~on ~~strategies~~Form ~~and~~8-K. ~~objectives~~At ofthe ~~management~~effective ~~for~~time ~~future operations,~~ and ~~the~~as ~~expected~~a ~~closing~~result of the ~~proposed~~ Merger., ~~These~~each ~~forward-looking~~share ~~statements~~of ~~involve~~common ~~certain~~stock ~~risks~~of ~~and~~the ~~uncertainties~~Company ~~that~~issued ~~could~~and ~~cause~~outstanding ~~actual~~immediately ~~results~~prior to ~~differ~~the effective ~~materially~~time ~~from~~of ~~those~~the ~~indicated in such forward-looking statements~~Merger, ~~including,~~other ~~but~~than ~~not~~shares ~~limited~~held ~~to,~~by ~~the~~any ~~ability~~stockholder of the ~~parties~~ toCompany ~~consummate~~who ~~the~~properly ~~proposed~~exercised ~~Merger,~~appraisal ~~satisfaction~~rights ofwith ~~closing~~respect ~~conditions~~thereto ~~precedent~~in toaccordance ~~the~~with ~~consummation~~Section 262 of the ~~proposed~~Delaware ~~Merger,~~General ~~including~~Corporation ~~obtaining~~Law ~~antitrust~~and ~~approvals~~shares inowned by the Company ~~U.S. and other jurisdictions,~~ as ~~applicable,~~treasury ~~the~~stock ~~ability~~or ofby Oracle ~~to successfully~~or ~~integrate~~any ~~Taleo’s~~subsidiary ~~operations~~of ~~and~~either ~~employees,~~ the ~~ability~~Company toor ~~realize~~Oracle, ~~anticipated~~was ~~benefits~~converted ofinto the ~~proposed~~right ~~Merger,~~to ~~and~~receive ~~such~~$46.00 ~~other~~in ~~risks~~cash, aswithout ~~identified~~interest inand ~~Taleo’s~~less ~~Annual~~any ~~Report~~applicable onwithholding ~~Form~~taxes. ~~10-K~~The ~~for~~merger ~~the~~consideration ~~fiscal~~will ~~year~~be ~~ended~~funded ~~December 31,~~through ~~2010, and Taleo~~Oracle’s ~~most~~internally ~~recent~~available ~~Quarterly Report on Form 10-Q~~cash, ~~each~~cash asfrom ~~filed~~operations ~~with the SEC, which contain~~ and ~~identify~~cash ~~important factors that could cause the actual results to differ materially~~ from ~~those~~previous ~~contained~~borrowings. inSee ~~the forward-looking~~Items ~~statements~~2.01 ~~Taleo~~and ~~assumes~~3.03 noof ~~obligation~~this toCurrent ~~update~~Report ~~any~~on ~~forward~~Form 8-~~looking~~K, ~~statement~~which ~~contained~~are inincorporated ~~the~~herein ~~subject~~by ~~document~~reference.

~~SIGNATURES~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, each of Michael Gregoire, Jeffrey Stiefler, Gary Bloom, Patrick Gross, Greg Santora, Jeffrey Schwartz, Jonathan Schwartz, James Tolonen and Michael Tierney resigned from his respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on April 5, 2012. Pursuant to the ~~requirements~~terms of the ~~Securities~~Merger ~~Exchange~~Agreement, ~~Act~~at the effective time of ~~1934~~the Merger on April 5, 2012, the ~~registrant~~size ~~has~~of ~~duly~~the ~~caused~~Board ~~this~~of ~~report~~Directors of the Company was reduced to beone ~~signed~~member onand ~~its~~Brian Higgins ~~behalf~~was byappointed as the ~~undersigned~~sole ~~hereunto~~member ~~duly~~of ~~authorized~~the Board of Directors of the Company.

~~TALEO~~Pursuant ~~CORPORATION~~to ~~By:~~the ~~/s/~~terms ~~Douglas~~of C.the ~~Jeffries~~Merger Agreement, ~~Douglas~~at C.the ~~Jeffries~~effective ~~Executive~~time ~~Vice~~of the Merger on April 5, 2012, the officers of Merger Sub immediately prior to the effective time of the Merger became the officers of the Company, with Dorian Daley appointed as President and Chief Executive Officer of the Company and Eric Ball appointed as Chief Financial Officer and Treasurer of the Company.

~~Date:~~Ms. Daley, ~~February~~52, has 29been Senior Vice President, ~~2012~~General Counsel and Secretary of Oracle since October 2007. She served as Vice President, Legal, Associate General Counsel and Assistant Secretary from June 2004 to October 2007, as Associate General Counsel and Assistant Secretary from October 2001 to June 2004, and as Associate General Counsel from February 2001 to October 2001. She joined Oracle’s Legal Department in 1992.

Mr. Ball, 48, has been Senior Vice President, Treasurer of Oracle since November 2011. He served as Vice President, Treasurer from May 2005 to November 2011. He joined Oracle’s Treasury Group in May 2005.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of the Company was amended and restated to read in its entirety as set forth on Exhibit B to the Merger Agreement. The amended and restated certificate of incorporation of the Company is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the bylaws of the Company were amended and restated to read in their entirety as the bylaws of Merger Sub in effect immediately prior to the effective time of the Merger. The amended and restated bylaws of the Company are filed as Exhibit 3.2 hereto and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Number		Title

2.1		Agreement and Plan of Merger, dated as of February 8, 2012, by and among Taleo Corporation, OC Acquisition LLC, Tiger Acquisition Corporation and Oracle Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2011).

3.1		Amended and Restated Certificate of Incorporation of Taleo Corporation.

3.2		Amended and Restated Bylaws of Taleo Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Taleo Corporation

Date: April 5, 2012	By:	/s/ Brian S. Higgins
		Name:	Brian S. Higgins
		Title:	Vice President

EXHIBIT INDEX


Number		Title

2.1		Agreement and Plan of Merger, dated as of February 8, 2012, by and among Taleo Corporation, OC Acquisition LLC, Tiger Acquisition Corporation and Oracle Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2011).

3.1		Amended and Restated Certificate of Incorporation of Taleo Corporation.

3.2		Amended and Restated Bylaws of Taleo Corporation.

UNITEDTable STATESof Contents

ItemTable 2.02 Results of Operations and Financial ConditionContents

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