But the heyday of secondary trading may be coming to a close. The New York Times says (rather vaguely) that the SEC has started an investigation into private company stock trading. The implication is, if the SEC is concerned about all this evasion of shareholder-count regulations, it could force companies like Facebook to go public:

Now, the Securities and Exchange Commission wants to learn more about the business of these stock trades. The agency has sent information requests to several participants in the buying and selling of stock in these four companies, according to two people with direct knowledge of the inquiry who requested anonymity because they were not authorized to speak about it….

It is uncertain what exactly the S.E.C. is looking into, but several securities lawyers say it could relate to understanding the number of shareholders at these companies.

Update: Mark Murphy, head of public affairs at SecondMarket, wrote via email: “It is important to note that SecondMarket has not received a letter or information request from the SEC, and we have no knowledge of any SEC inquiry.”

For a counterpoint of the role of secondary markets, see a piece I did on SecondMarket CEO Barry Silbert, who described the public markets as an unfriendly place for high-growth, young technology companies.

Image courtesy Flickr user funkblast.

Please see the disclosure about Facebook in my ethics statement.

Motorola filed the details Tuesday afternoon on its plan to split itself in two. The spinoff of the cellphone unit will take place Jan. 4, with holders getting one share of the mobile unit, known as Motorola Mobility, for every eight shares of Motorola they own. The remaining Motorola company will then have a one-for-seven reverse stock split, which would have the effect of boosting the per-share price (but not the inherent value) of the suddenly smaller company.

The split will be made before the market opens on Jan. 4 to shareholders of record as of Dec. 21.

“Today’s announcement marks another important milestone toward the upcoming separation that is expected to benefit Motorola, its stockholders, as well as each company’s respective customers and employees,” Motorola’s co-CEOs Greg Brown and Sanjay Jha said in a statement. “We look forward to taking advantage of the opportunities before us as we begin the new year as two independent, publicly traded companies.”

Motorola Mobility will trade under the ticker symbol MMI, while the remaining Motorola, known as Motorola Solutions, will use the ticker symbol MSI.

Whether all this splitting and name changing will boost the company’s value remains to be seen.

“The Sun integration is going even better than we expected,” said Oracle President Safra Catz. “We believe that Sun will make a significant contribution to our fourth quarter earnings per share as well as meet the profitability goals we set for next year.”

Oracle (ORCL) said its net income for the quarter fell to $1.2 billion, or 23 cents a share, from $1.3 billion, or 26 cents a share last year. But revenue rose to $6.4 billion from $5.5 billion. Excluding items, earnings for the quarter were 38 cents a share, which is what analysts surveyed by Thomson Reuters had been expecting.

Two last details worth noting: Revenue from new software licenses rose 13 percent during the quarter. Another sign that enterprise spending on technology is on the rise.

Oracle CEO Larry Ellison is a funny guy. From the company’s earnings release:

“Every quarter we grab huge chunks of market share from SAP,” said Oracle CEO, Larry Ellison. “SAP’s most recent quarter was the best quarter of their year, only down 15%, while Oracle’s application sales were up 21%. But SAP is well ahead of us in the number of CEOs for this year, announcing their third and fourth, while we only had one.”

Oracle Reports GAAP EPS of $0.23, Non-GAAP EPS of $0.38

REDWOOD SHORES, Calif., March 25, 2010 — Oracle Corporation (NASDAQ: ORCL) today announced fiscal 2010 Q3 GAAP total revenues were up 17% to $6.4 billion, while non- GAAP total revenues were up 18% to $6.5 billion. Excluding the impact of Sun Microsystems, Inc., which Oracle acquired on January 26, 2010, GAAP total revenue grew 7%. GAAP new software license revenues were up 13% to $1.7 billion, and up 10% to $1.7 billion excluding Sun. GAAP software license updates and product support revenues were up 13% to $3.3 billion, while non-GAAP software license updates and product support revenues were up 12% to $3.3 billion. GAAP operating income was down 5% to $1.8 billion, and GAAP operating margin was 29%. Non-GAAP operating income was up 13% to $2.9 billion, and non-GAAP operating margin was 45%. GAAP net income was down 10% to $1.2 billion, while non-GAAP net income was up 9% to $1.9 billion. GAAP earnings per share were $0.23, down 11% compared to last year while non-GAAP earnings per share were up 9% to $0.38. GAAP operating cash flow on a trailing twelve-month basis was $8.2 billion.

“Our solid top line growth, coupled with disciplined expense management, was key in generating $8.0 billion of free cash flow over the last twelve months,” said Oracle CFO Jeff Epstein.

“The Sun integration is going even better than we expected,” said Oracle President, Safra Catz. “We believe that Sun will make a significant contribution to our fourth quarter earnings per share as well as meet the profitability goals we set for next year.”

“Exadata is the fastest growing product in Oracle’s history,” said Oracle President, Charles Phillips. “Introduced a little over a year ago, the Exadata pipeline is now approaching $400 million with Q4 bookings forecast at nearly $100 million. This strengthens both sales growth and profitability in our Sun server and storage businesses.”

“Every quarter we grab huge chunks of market share from SAP,” said Oracle CEO, Larry Ellison. “SAP’s most recent quarter was the best quarter of their year, only down 15%, while Oracle’s application sales were up 21%. But SAP is well ahead of us in the number of CEOs for this year, announcing their third and fourth, while we only had one.”
In addition, Oracle’s Board of Directors declared a cash dividend of $0.05 per share of outstanding common stock to be paid to stockholders of record as of the close of business on April 14, 2010, with a payment date of May 5, 2010. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of Oracle’s Board of Directors.

An ominous threat, but one not likely to be carried out. Sirius said back in February that it would appeal such a delisting notice and seek an extension from Nasdaq, and that’s exactly what the company is doing.

In a press release announcing the notice, Sirius said it will request a hearing before a Nasdaq Listing Qualifications Panel and petition it for a continued listing pending its return to compliance (SatWaves has a good overview of how this will play out). And the company seems quite confident it will get the hearing.

“SIRIUS XM is one of the most liquid securities on The NASDAQ Global Select Market,” Sirius CEO Mel Karmazin said in a statement. “We have a large investor base consisting of both individual and prominent institutional stockholders; and our equity capitalization is greater than approximately 92 percent of the companies listed on The NASDAQ Global Select Market. We are committed to remaining listed on The NASDAQ Global Select Market.”

Frankly, with over 3.7 billion shares outstanding, there’s little reason to fear Sirius will be booted from Nasdaq. And if you do harbor such fears, consider this: A few days ago the exchange added Sirius to its Nasdaq Q-50 Index, which, according to the release announcing it, “is designed to track the performance of the 50 securities that are next in line to replace the securities currently included in the NASDAQ-100 Index.” If Nasdaq were truly preparing to delist Sirius, why would it bother adding the company to the Q-50?

The acquisition, which has been approved by both companies’ boards, should bolster HP’s data center strategy and, thanks to 3Com’s routing business, intensify competition with rival Cisco (CSCO), which has lately been expanding into HP’s businesses.

“Companies are looking for ways to break free from the business limitations imposed by a networking paradigm that has been dominated by a single vendor,” Dave Donatelli, executive vice president and general manager, Enterprise Servers and Networking, HP, said in a statement.

“By acquiring 3Com,” Donatelli added, “we are accelerating the execution of our Converged Infrastructure strategy and bringing disruptive change to the networking industry. By combining HP ProCurve offerings with 3Com’s extensive set of solutions, we will enable customers to build a next-generation network infrastructure that supports customer needs from the edge of the network to the heart of the data center.”

Below, the official release:

HP to Acquire 3Com for $2.7 Billion
Will create networking industry powerhouse with a proven, edge-to-data center set of solutions and global reach

PALO ALTO, Calif., and MARLBOROUGH, Mass., Nov. 11, 2009

HP and 3Com Corporation (NASDAQ: COMS) (“3Com”) today announced that they have entered into a definitive agreement under which HP will purchase 3Com, a leading provider of networking switching, routing and security solutions, at a price of $7.90 per share in cash or an enterprise value of approximately $2.7 billion. The terms of the transaction have been approved by the HP and 3Com boards of directors.

This combination will transform the networking industry and underscore HP’s next-generation data center strategy built on the convergence of servers, storage, networking, management, facilities and services. The resulting business outcome will help customers simplify the network, deploy a unique and innovative edge-to-core network fabric for the enterprise and improve IT service delivery capabilities, all delivered with best-in-class price-performance.

“Companies are looking for ways to break free from the business limitations imposed by a networking paradigm that has been dominated by a single vendor,” said Dave Donatelli, executive vice president and general manager, Enterprise Servers and Networking, HP. “By acquiring 3Com, we are accelerating the execution of our Converged Infrastructure strategy and bringing disruptive change to the networking industry. By combining HP ProCurve offerings with 3Com’s extensive set of solutions, we will enable customers to build a next-generation network infrastructure that supports customer needs from the edge of the network to the heart of the data center.”

“Our extensive product line and innovative technology together with HP’s breadth and scale will expand our global opportunity,” said Bob Mao, chief executive officer, 3Com. “3Com’s networking products are based on a modern architecture which has been designed to offer better performance, require less power and eliminate administrative complexity when compared against current network offerings. Our products are enterprise proven and widely deployed in the world’s largest banks, manufacturers, Internet service providers, public utilities and retailers.”

The acquisition of 3Com will dramatically expand HP’s Ethernet switching offerings, add routing solutions and significantly strengthen the company’s position in China–one of the world’s fastest-growing markets–via the H3C offerings. In addition, the combination will add a large and talented research and development team in China that will drive the acceleration of innovations to HP’s networking solutions.

3Com also brings to HP best-of-breed network security capabilities through its TippingPoint portfolio. For the past four years, TippingPoint has been the leader in Gartner’s “Magic Quadrant” in its evaluation of leading network security products. Approximately 30 percent of the Fortune 1000 companies have already deployed TippingPoint intrusion prevention systems.

“We are confident that we can run our entire global business of 300,000-plus employees, including our next-generation data centers, entirely on the new HP networking solutions,” said Randy Mott, executive vice president and chief information officer, HP. “Based on our experience and extensive testing of 3Com’s products, we are planning to undertake a global rollout within HP as soon as possible after the completion of the acquisition.”

Under the terms of the merger agreement, 3Com stockholders will receive $7.90 for each share of 3Com common stock that they hold at the closing of the merger. The acquisition is subject to customary closing conditions, including the receipt of domestic and foreign regulatory approvals and the approval of 3Com’s stockholders. The transaction is expected to close in the first half of calendar 2010.

HP anticipates that the transaction will be slightly dilutive to fiscal 2010 non-GAAP earnings.

You can get the link to the company’s 10-Q, filed this morning, over here. But here’s the nugget you want:

“Although the Company’s Board of Directors has not made any decision, the Company currently anticipates that it would initiate a process to spin off one or more parts of the businesses of AOL to Time Warner’s stockholders, in one or a series of transactions. Based on the results of the Company’s review, future market conditions or the availability of more favorable strategic opportunities that may arise before a transaction is completed, the Company may decide to pursue an alternative other than a spin-off with respect to either or both of AOL’s businesses.”

Yup, there’s a to-be-sure caveat there. But this is about as clear as a publicly traded company can get about this stuff. Time Warner (TWX) wants to cleave this thing off and that’s why it brought on Tim Armstrong.

Other good nuggets from the filing: Time Warner intends to buy back the five percent stake that Armstrong’s former employer, Google (GOOG), owns and wrote down earlier this year.

I missed the company’s earnings call this morning, but sounds like there weren’t lots of other details released. But PaidContent’s David Kaplan does have a breakdown of AOL’s (lousy) ad performance on a sector-by-sector basis:

• Display: Down 17 percent to $158 million
• Paid Search Down 12 percent to $152 million
• Third party Down 29 percent to $133 million

Anyway, here it is in all its keep-your-head- in-the-sand glory.

yahoos,

today carl icahn announced his intent to nominate a slate of 10 directors to take control of our board of directors at this year’s annual meeting. we sent him a letter in response, which we made public in a press release. i’m attaching a copy of that press release, including the full text of our letter, and you should read it carefully.

we always want to hear the views of our stockholders, but you should know that mr. icahn’s letter reflects a significant misunderstanding of the facts about the microsoft proposal and the diligence with which our board evaluated and responded to that proposal. we believe our board has the independence, knowledge, experience and commitment to maximize value for all of our stockholders. yahoo is a great company with a truly unique set of highly valuable assets that is growing, profitable and executing well on its strategic plan to enhance our leadership position in online advertising. our solid results for the first quarter of 2008 are a testament to this.

today’s events will undoubtedly draw a lot of media attention and there will be lots of speculation about what happens next for yahoo. i ask all of you to put aside the rumors and speculation and stay focused on the business at hand and what we do best — transforming the online experiences of our users, advertisers, publishers and developers.

i know you all have a lot of questions and so i’ve also attached some faqs that will address some of your questions. as we’ve said before we’ll do our best to continue to update you as new information becomes available. thank you again for your continued hard work as we work together to make yahoo a stronger leader in the online marketplace and an even better company.

jerry

FAQ

Can stockholders nominate directors to the board?
Stockholders, as equity owners of the Company, have the ability to nominate one or more directors for election to a board at the Company’s annual meeting as long as they comply with the requirements contained in our bylaws. Under our bylaws, today was the last day that a stockholder could nominate a candidate for director.

How long will all this take?

We can’t speculate on how events will develop at this time, but we plan to hold our annual meeting in a couple of months. I’d ask all of you to stay focused on the business at hand and what we do best — transforming the experiences of our users, advertisers, publishers and developers, all while enhancing our leadership position in the online marketplace.

What’s our next step?
We will file preliminary proxy materials with the SEC that will describe the matters to be voted on, including the Company’s nominees for election to the board, and the board’s recommendation. Once those materials are cleared by the SEC, we will mail them to our stockholders.

In the meantime, we should remain focused on doing what we do best — transforming the experiences of our users, advertisers, publishers and developers, all while enhancing our leadership position in the online marketplace.

We will continue to update you as information becomes available but please remember that we are subject to various legal restrictions on what we can say and when we can say it.

What can employees do?
We ask you to continue to put aside all rumors and speculation you may be hearing. None of us should allow external reports to shift our focus away from doing what we do best — transforming the experiences of our users, advertisers, publishers and developers, all while enhancing our leadership position in the online marketplace.