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As Filed with the Securities and Exchange Commission on January 28, 1997
Registration No. 33-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PEOPLESOFT, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 68-0137069
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(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification Number)
4440 ROSEWOOD DRIVE
PLEASANTON, CALIFORNIA 94588
(510) 225-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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DAVID A. DUFFIELD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PEOPLESOFT, INC.
4440 ROSEWOOD DRIVE
PLEASANTON, CALIFORNIA 94588
(510) 225-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
HENRY P. MASSEY, JR., ESQ.
PETER S. HEINECKE, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box./X/
If the Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering./ /___________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box./ /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount to be Proposed Proposed Amount of
Securities to Registered Maximum Maximum Registration Fee
be Registered Offering Aggregate
Price Per Offering
Share (1) Price (1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 358,482 $53.75 $19,268,408 $5,839
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</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for purposes of calculation of
the registration fee based on the average of the high and low sales
price of the Registrant's Common Stock on the Nasdaq National Market on
January 27, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
358,482 SHARES
PEOPLESOFT, INC.
---------------------------
COMMON STOCK
($.01 PAR VALUE)
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This Prospectus relates to the public offering, which is not being
underwritten, of shares of the common stock ("Common Stock") of PeopleSoft,
Inc., a Delaware corporation (together with its consolidated subsidiaries,
"PeopleSoft" or the "Company") offered from time to time by the Selling
Shareholders named herein (the "Selling Shareholders") for their own benefit. It
is anticipated that the Selling Shareholders will generally offer shares of
Common Stock for sale at prevailing prices in the over-the-counter market on the
date of sale. The Company will receive no part of the proceeds of sales made
hereunder. The Common Stock to which this Prospectus relates was received by the
Selling Shareholder pursuant to the acquisition shares of stock of PeopleMan,
Inc., a California corporation and partnership interests in PeopleMan, L.P., a
California Limited Partnership, by the Company (the "Acquisition"). The Common
Stock issued to the Selling Shareholders in the Acquisition was issued pursuant
to an exemption from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), provided by Section 4(2) thereof. The
Company will receive no part of the proceeds of sales made hereunder. All
expenses of registration incurred in connection with this offering, are being
borne by the Company, but all selling and other expenses incurred by Selling
Stockholder will be borne by such Selling Stockholder. None of the shares
offered pursuant to this Prospectus have been registered prior to the filing of
the Registration Statement of which this Prospectus is a part.
The Common Stock of the Company is traded in the over-the-counter
market on the Nasdaq National Market. On January 27, 1997, the closing price of
the Company's Common Stock was $54 3/8 (Nasdaq Symbol: PSFT).
SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
The Selling Shareholders and any broker executing selling orders on
behalf of the Selling Shareholders may be deemed to be an "underwriter" within
the meaning of the Securities Act. Commissions received by any such broker may
be deemed to be underwriting commissions under the Securities Act.
-------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is January 28, 1997.
<PAGE> 3
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Shareholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon written or oral request of
any such person, a copy of any and all of the information that has been or may
be incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to PeopleSoft, Inc., 4440
Rosewood Drive, Pleasanton, CA 94588, Attn: Secretary, (telephone (510)
225-3000).
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Room of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates. The commission also maintains a world wide web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically. The address of the site is
http://www.sec.gov.
This Prospectus contains information concerning the Company and sales
of its Common Stock by the Selling Shareholders, but does not contain all the
information set forth in the Registration Statement on Form S-3 which the
Company has filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Registration Statement"). The
Registration Statement, including various exhibits, may be inspected at the
Commission's office in Washington, D.C.
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RISK FACTORS
The Company operates in a dynamic and rapidly changing environment that
involves numerous risks and uncertainties. The following section lists some, but
not all, of the risks and uncertainties which may have a material adverse effect
on the Company's business, financial condition or results of operations. This
section should be read in conjunction with: the audited Consolidated Financial
Statements and Notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended December 31,
1995, contained in the Company's 1995 Annual Report to Stockholders (Form 10-K).
Fluctuations in Quarterly Operating Results. The Company's revenues and
operating results can vary substantially from quarter to quarter. License
revenues in any quarter are substantially dependent on the execution of license
agreements ("contracting activity") governing the use of the Company's software
products booked and shipped in that quarter. Contracting activity is difficult
to forecast for a variety of reasons including: (i) a significant portion of the
Company's license agreements are completed within the last few weeks of each
quarter; (ii) the duration of the Company's sales cycle is relatively long and
increasingly variable because the Company has broadened its marketing emphasis
to encompass software product solutions for the customer's overall enterprise,
thereby increasing the financial value of individual transactions and the
complexity of the customer selection, negotiation and approval process; (iii)
the size of license transactions can vary significantly; (iv) system replacement
projects and new system evaluations may be postponed or canceled at any time due
to changes in a customer's project, company management, budgetary constraints or
strategic priorities; (v) customer evaluations and procurement processes vary
significantly from company to company, and a customer's internal approval and
expenditure authorization process can be arduous, even subsequent to actual
vendor selection; (vi) the number, timing and significance of software product
enhancements and new software product announcements by the Company and its
competitors; and (vii) changes in economic, political and market conditions can
adversely impact business opportunities without reasonable notice. In addition,
certain license agreements executed during a quarter may not meet the Company's
revenue recognition criteria. Consequently, a situation could occur in which the
Company meets or exceeds its forecast of aggregate contracting activity, but is
not able to meet its forecast for license revenues.
In addition to factors impacting contracting activity, license revenues
are difficult to forecast because: (i) the timing of new software product
availability to fulfill delivery obligations under both new and existing license
agreements is difficult to predict because of the increasing complexity of the
Company's technology, software product solutions and underlying development
processes; (ii) changes in the Company's sales incentive plans have had and may
continue to have an unpredictable impact on seasonal business patterns; and
(iii) enterprise transactions often involve both software products that are then
currently deliverable, as well as software products that are still under
development; to the extent the Company enters into a license agreement for the
provision of both software product categories, the license agreement and
supporting schedules to the license agreement must contain very precise
contractual provisions and terminology consistent with generally accepted
accounting principals to permit any revenue recognition under the license
agreement; (iv) enterprise transactions may grant rights to process data across
complex, widely distributed computing environments. Due to a variety of factors
including differences in relational database product performance across wide
area networks, differences in speed of various communication links, differences
in hardware platform performance, and other factors, there is a limited ability
to accurately predict product performance under certain of these environments.
To the extent the Company enters into a license agreement with an enterprise
customer incorporating acceptance criteria which includes various on-line and
batch performance measures within such environments, revenue recognition could
be postponed pending verification of the performance capabilities within that
environment; and (v) enterprise application opportunities are larger, more
complex, involve larger numbers of users and more organizations within the
customer's environment when compared to best of breed, point solutions thereby
adding significant complexity to the customer's implementation efforts. While
the Company's license agreements contain sufficient language to insure that such
implementation risks are independent of actually licensing and paying for the
right to use its software, situations may arise where a customer refuses to pay
its obligations under the license or demands concessions not anticipated at the
time the license was executed. Such issues may result in unanticipated negative
adjustments to revenue until a resolution is reached; and (vi) all of the above
factors, as well as other specific requirements under recently published
proposed generally accepted accounting standards for software revenue
recognition create circumstances under which the Company must have very precise
contractual language in order to recognize revenue upon initial product
delivery. Although the Company has a standard license agreement which meets the
demanding criteria under generally accepted accounting principles, the Company
must often negotiate and revise certain terms and conditions in large enterprise
transactions. Negotiation of mutually acceptable language can extend the sales
cycle, and in certain situations, the Company does not always obtain terms and
conditions which permit recognition of revenue at the time of delivery or even
under a percentage of completion method.
Services revenues have varied from quarter to quarter due to changes in
levels of consulting activity and the related satisfaction of significant
license agreement milestones, and seasonality in training revenues
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which tend to lag license revenues by approximately one quarter.
Possible Adverse Effects of Recent Securities Issuances. In connection
with its recent acquisition of Red Pepper Software (the "Merger"), the Company
issued 5,420,760 shares of common stock and assumed options to purchase 598,882
shares of common stock, which may be disposed of from time to time on the open
market. Also, the Company has outstanding warrants to purchase 4,000,000 shares
of its common stock which have exercise prices below the current market price of
the common stock. The exercise of these warrants and resale of the underlying
shares or the sale of the shares issued in the Merger could adversely affect the
market price of the Company's common stock. A significant portion of the shares
issued in the Merger have been subject to trading restrictions which will lapse
on or about February 7, 1997. In addition, the 358,482 shares offered hereby
will be immediately salable. All share amounts in this section have been
adjusted where necessary to reflect a 2-for-1 stock split effected by PeopleSoft
in November 1996.
Operating Leverage. Consistent with many companies in the software
industry, the Company's business model is characterized by a very high degree of
operating leverage. Employee and facility related expenditures comprise a
significant portion of the Company's operating costs and expenses, and are
therefore, relatively fixed at least over the short term. In addition, the
Company's expense levels are based, in significant part, on the Company's
expectations as to near term future revenue levels. If revenue levels fall below
expectations, net income is likely to be disproportionately adversely effected.
There can be no assurance that the Company will be able to increase or even
maintain its current level of profitability on a quarterly or annual basis in
the future. Due to the foregoing, it is likely that in one or more future
quarters the Company's operating results will be below the expectations of
public securities market analysts. In such event, the price of the Company's
Common Stock would likely be materially adversely affected.
Merger and Acquisition Activity. During the fourth quarter of 1996, the
Company completed its merger with Red Pepper Software. The merger will be
accounted for under the pooling of interests method. The merger will result in
certain merger expenses totaling approximately $3 million being charged to
earnings in the quarter ending December 31, 1996. Also during the fourth quarter
of 1996, the Company acquired the other outstanding equity interests in
PeopleMan L.P. and PeopleSoft Manufacturing, Inc., a joint development venture
and its general partner, respectively. The joint development venture was founded
for the purpose of developing a line of manufacturing software applications.
This transaction will be accounted for under the purchase method with a purchase
price of approximately $29 million in a combination of stock, stock options,
and other consideration. The acquisition will result in a one-time charge to
earnings in the quarter ending December 31, 1996 for in-process research and
development and other related acquisition costs representing a substantial
portion of the purchase price.
Uneven Patterns of Quarterly Operating Results. Although the Company's
1997 operating budget is based on a material increase in total revenues over the
corresponding actual results for 1996, the Company does not believe that the
percentage increases in revenues achieved in prior periods should be anticipated
in future periods. The operating results of many software companies reflect
seasonal trends, and the Company has been, and expects to continue to be,
affected by such trends in the future. Seasonal patterns of revenue achievement
can be caused by a variety of factors, including sales incentives, customer
demand based on available capital budgets and release of new technologies.
Future Operating Results Uncertain. Segments of the software industry
have experienced significant economic downturns characterized by decreased
product demand, price erosion, technological shifts, work slowdowns and layoffs.
The Company's operations may, in the future, experience substantial fluctuations
from period to period as a consequence of such industry patterns, general
economic conditions affecting the timing of orders from customers, and other
factors affecting capital spending. There can be no assurance that such factors
will not have a materially adverse effect on the Company's business, operating
results or financial condition. The Company's continued success is dependent on
its continued ability to introduce, develop and market new and enhanced versions
of its software products, although there can be no assurance that such ability
can be maintained. In addition, the Company continues to evaluate opportunities
to enhance and expand its technology and product offerings through potential
partnerships, licenses or acquisitions which may, in the short term, negatively
impact costs, expenses and earnings per share.
International Operations. The Company has utilized, and will continue
to utilize substantial resources and funding to build its international service
and support infrastructure. Operating costs in many countries, including some of
those in which the Company operates, are often higher than in the United States.
In order to increase international sales in 1997 and subsequent periods, the
Company must continue to expand existing, as well as establish additional,
foreign operations, hire additional personnel, identify suitable locations for
sales, marketing, customer service and development, and recruit international
distributors
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and resellers in selected territories. In the event international expansion is
not successful, it is likely to have a negative impact on the Company's
operating results. Effective July 1, 1996, the Company acquired the net assets
and operations of InfoSoft S.A. in Madrid, Spain and established PeopleSoft
Iberica, S.L. PeopleSoft Iberica, S.L. will provide direct sales and support
activities in the Mediterranean region. The acquisition was accounted for
under the purchase method. The purchase price paid by the Company for this
entity was not significant and the Company does not believe this acquisition
will have a material impact on the Company's statement of position or results of
operations.
The Company's sales through its foreign operations are generally
denominated in each respective subsidiary's functional currency. Unexpected
changes in the exchange rates for these foreign currencies could result in
significant fluctuations in the foreign currency transaction and translation
gains and losses in future periods. In the future, the Company expects to have
an increased amount of non-U.S. dollar denominated license agreements and
intends to implement hedging programs designed to mitigate the potential adverse
impact of exchange rate fluctuations.
Competition. The market for business application software is intensely
competitive. The Company faces competition from a variety of software vendors
including enterprise application software vendors, manufacturing application
software vendors, supply chain management application software vendors,
financial management system and human resource management system ("HRMS")
application software vendors, and software tools vendors. Although PeopleSoft
believes its success has been due in part to its early emphasis on the
client/server architecture, virtually all of the Company's competitors now
offer software products based on a client/server architecture. Consequently,
competitive differentiators now include more subtle architectural and
technology factors, enterprise product breadth and individual product features,
service reputation, product flexibility, ease of implementation, international
product version availability and support, and price.
In the enterprise application software market, PeopleSoft faces
significant competition from SAP AG ("SAP"), Oracle Corporation ("Oracle") and
Baan Company N.V. ("Baan") and to a lesser degree, Dun & Bradstreet Software
(now operating as two separate divisions of Geac Computer Systems, Inc.),
Computer Associates International, Inc. and other companies such as System
Software Associates who previously focused primarily on the AS/400 marketplace.
In this market, the chief competitive factors include the breadth and
completeness of the enterprise solution offered by each vendor, the extent of
product integration across the enterprise solution and the availability of
localized software products and technical support in key markets outside the
United States. Primarily due to their significant worldwide presence and longer
operating and product development history, both SAP and Oracle have certain
competitive advantages over PeopleSoft in each of these areas. In addition, both
SAP and Oracle have substantially greater financial, technical and marketing
resources, and a larger installed base than PeopleSoft. Furthermore, Oracle's
RDBMS is a supported platform underlying a significant share of PeopleSoft's
installed applications.
In the manufacturing and supply chain management software application
markets, in which PeopleSoft has recently begun competing, PeopleSoft faces
competition from several of its existing competitors including those listed
immediately above and others such as QAD, Ross Systems and J.D. Edwards and a
large number of niche competitors already in the manufacturing and supply chain
management markets including, but not limited to: Numetrix Software, i2
Technologies, Chesapeake Systems, Manugistics, Waterloo Manufacturing
Software and Caps Logistics.
PeopleSoft also faces competition from providers of HRMS software
products including Cyborg, Lawson Associates ("Lawson"), Integral Systems, Inc.
("Integral"), InPower, Inc. ("InPower") and Ceridian, and from providers of
financial management systems software products including Hyperion, Computron
Software, Inc., Lawson, and other smaller companies. In addition, since June
1992 ADP, Inc. ("ADP") and, since August 1995, Shared Medical Systems ("SMS")
have the right to sublicense selected PeopleSoft products in competition with
PeopleSoft's marketing efforts in selected markets.
Intense competition could potentially lead to increased price
competition in the market, forcing the Company to reduce prices which may result
in reduced gross margins and loss of market share by the Company which
therefore, could materially adversely affect the Company's business, operating
results and financial condition. Therefore, there can be no assurance that the
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Company will continue to compete successfully with its existing competitors or
will be able to compete successfully with new competitors.
Reliance on Proprietary Software Development Tools. The Company's
software products include a suite of proprietary software development tools
known as "PeopleTools," which are fundamental to the effective use of the
Company's software products. While no industry standard exists for software
development tools, several companies are focused specifically on providing
software development tools and are attempting to establish their software
development tools as accepted industry standards. In the event that a software
product other than the Company's PeopleTools software product becomes the
clearly established and widely accepted industry standard, the Company may need
to abandon or modify PeopleTools in favor of such an established standard, may
be forced to redesign its software products to operate with such third party's
software development tools, or may be faced with the potential sales obstacle of
marketing a proprietary software product against other vendors' software
products incorporating a standardized software development toolset. Accordingly,
in any of these cases, the Company's results of operations could be materially
adversely affected. In addition, supply chain management applications marketed
by the Company include a suite of proprietary software development tools known
as the "ResponseAgent Business Modeler," which face similar risks relative to
its proprietary nature.
Reliance on Third Parties for Sales and Marketing. A key aspect of the
sales and marketing strategy for the Company is to build and maintain strong
working relationships with businesses the Company believes play an important
role in the successful marketing of its software products. The Company's
customers and potential customers often rely on third party system integrators
to develop, deploy and manage client/server applications. These include: (i)
RDBMS software vendors; (ii) hardware vendors which offer both hardware
platforms and, in the case of IBM, proprietary RDBMS products on which the
Company's software products run; (iii) technology consulting firms and systems
integrators, some of which are active in the selection and implementation of
large information systems for the information-intensive organizations that
comprise the Company's principal customer base; and (iv) benefits consulting
firms that are active in the implementation of HRMS. The Company believes that
its marketing and sales efforts are enhanced by the worldwide presence of these
companies. However, there can be no assurance that these companies, most of
which have significantly greater financial and marketing resources than
PeopleSoft, will not start, or in some cases increase, the marketing of business
application software in competition with PeopleSoft, or will not otherwise
discontinue their relationships with or support of PeopleSoft. If the Company or
its partners are unable to recruit and adequately train a sufficient number of
consulting personnel to support the implementation of the Company's software
products, demand for these software products could subsequently be materially
adversely affected. In addition, PeopleSoft's software application architecture,
including PeopleTools, may facilitate reduced implementation efforts for
customers compared to the competitive alternatives. Consequently, PeopleSoft's
software products may be a less desirable recommendation alternative for
integrators who both provide selection advice and generate consulting fees from
customers by providing implementation services. Due to the foregoing factors, it
is reasonably possible that in a future quarter or quarters the Company's
operating results could fall short of the published expectations of certain
public market financial analysts.
Complexity of Software Products and Product Development. PeopleSoft's
release 6.0 software products can be licensed for use with the following RDBMSs
and run on the following operating systems: Centura Software Corporation's
("Centura," formerly Gupta Corporation) SQLBase (NT), IBM's DB2 for MVS/ESA
(MVS, using connectivity products from Centura or Sybase, Inc. ("Sybase")),
IBM's DB2 for AIX, IBM's DB2 for O/S400, Informix Corporation's INFORMIX-OnLine
Dynamic Server (AIX, SCO Open Server, Reliant Unix, DC/OSx, NT, SGI, Solaris,
Digital Unix, Unisys Unix, DG/UX, and HP-UX), Microsoft Corporation's
("Microsoft") SQL Server (NT), Oracle's ORACLE (NT and over 10 versions of Unix)
and Sybase's System 11 (Digital Unix, HP-UX, AIX and Solaris). In addition, the
Company is in the process of porting its PeopleTools to Apple Computer Inc.'s
("Apple") native Macintosh family of computers. No assurance can be given
concerning the successful development of PeopleSoft software products on this
additional platform, the specific timing of the releases of any future modules,
the performance characteristics of PeopleSoft applications on this platform or
its acceptance in the marketplace. In addition, there may be future or
existing RDBMS platforms which achieve popularity within the business
application marketplace and which PeopleSoft may desire to offer its
applications thereon. Such future or existing RDBMS products may or may not be
architecturally compatible with PeopleSoft's software product design. No
assurance can be given concerning the successful porting to new platforms, the
specific timing of completion of any such ports or their acceptance in the
marketplace.
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During 1996, the Company announced its plans to integrate, over the
next several releases, several third party software products into its
PeopleTools and core applications products in order to enhance and expand
performance, reporting capabilities and self diagnostics. BEA Software's Tuxedo
product will be integrated into PeopleTools to allow applications to run on a
distributed basis using a multi-tiered client/server architecture. Cogno's
Powerplay product will be bundled to incorporate desktop OLAP capabilities and a
PeopleSoft run time version of SQA's Robot automated testing product will be
integrated to facilitate automated testing of a customer's software
modifications. Integration of these products is complex and no assurance can be
made that these efforts will be successful or result in significant product
enhancements which will generate incremental revenue for PeopleSoft.
Software programs as complex as those offered by the Company are likely
to contain a number of undetected errors or "bugs" when they are first
introduced or as new versions are thereafter released. Despite testing by the
Company and by third-parties, errors or system performance issues may arise with
the possible result of reduced acceptance of the Company's software products in
the marketplace. Due to the increasing number of possible combinations of vendor
hardware platforms, operating systems and updated versions, PeopleSoft
application modules and updated versions, and RDBMS platforms and
updated versions, the effort and expense of developing, testing and maintaining
these software product lines in an increasing number of combinations will
increase, and the ability to develop consistent product performance
characteristics across all of these combinations could place a significant
strain on the Company's development resources and product release schedules.
Reliance on Single Client Interface. At the present time, the Company
supports client (workstation) platforms exclusively utilizing Microsoft's
Windows family of software products, including Windows 3.1 (PeopleSoft only),
Windows NT and Windows 95. If Microsoft were to fundamentally change the
architecture of its software product such that users of PeopleSoft's software
applications experienced significant performance degradation or were rendered
incompatible with future versions of Microsoft's Windows Operating System, the
Company's results of operations could be materially adversely effected. If a new
user interface software product, such as an Internet browser, were to gain broad
acceptance in the marketplace, there can be no assurance PeopleSoft's
architecture would be compatible with such an interface. In addition, as the
Company expands its software product offerings into new vertical markets, the
dependency on Microsoft's Windows technology may adversely impact the Company's
ability to successfully compete in those markets. For example, failure to
support Apple's Macintosh platform could adversely effect PeopleSoft's ability
to compete in the higher education market. No assurance can be given concerning
the Company's successful development of and support for new client platforms,
the specific timing of their availability or their acceptance in the
marketplace.
Reliance on Joint Business Arrangement. PeopleSoft has entered into a
separate development arrangement ("Development Arrangement") for the purpose of
developing a line of student administration software applications (See Note 7 of
the "Notes to Consolidated Financial Statements" in the Company's Annual Report
to Shareholders (Form 10-K) for the year ended December 31, 1995). Under this
Development Arrangement, PeopleSoft is the exclusive remarketer of the developed
software products and pays a royalty to the development entities based on
license fees received from end user licenses of these software products. While
the intent of the Development Arrangement is to develop business applications
which are integrated with PeopleSoft's software products, there can be no
assurance that such software products will in fact be integrated or that an
integrated enterprise solution will be accepted by the market. In addition,
should the Development Arrangement require additional funds to complete
development or enhance the software product, there can be no assurance that
funds will be available on terms acceptable to the existing or other potential
third party funding source(s). Should PeopleSoft acquire title to the software
products or technology from the third party entity, such acquisition would be
accounted for using the purchase method which is likely to result in a charge to
earnings for in-process research and development which would be recorded to the
Statement of Operations in the period such acquisition was completed or the
creation of significant intangible assets by virtue of an allocation of a
substantial portion of the purchase price to the acquired technology or other
tangible assets. Such intangible assets would be amortized in future periods as
a cost of operations.
Application Security Architecture. The Company's application software
products incorporate extensive security features designed to protect certain
sensitive data managed by these applications from unauthorized retrieval or
modification. To date, the Company is not aware of any violations of its
application security architecture within its installed base. The Company has
developed a security architecture utilizing the capabilities of its own
applications, the client operating system software, some of
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<PAGE> 9
the security features contained in the RDBMS platforms on which the applications
run, as well as certain third party security products. Although these security
features are subject to constant review and enhancement, no assurances can be
given concerning the successful implementation of these security features and
their effectiveness within a particular customer's operating environment. Should
a breach of security or a suspected breach of security occur, the accompanying
publicity or any subsequent claims against the Company could have an adverse
impact on the demand for the Company's software products and/or cause a decline
in the market price of the Company's stock and/or adversely impact the Company's
financial results due to lost or delayed closing of software licensing
opportunities.
Intellectual Property and Proprietary Rights. The Company regards
certain features of its internal operations, software and documentation as
proprietary, and relies on a combination of contract, patent, copyright,
trademark and trade secret laws and other measures to protect their proprietary
information. The Company received its first patent in 1995, its second patent in
the first quarter of 1996 and has four additional patent applications pending.
There can be no assurance that any issued patents will result from such
applications or that, if issued, such patents will provide any meaningful
competitive advantage. Existing copyright laws afford only limited protection.
The Company believes that, because of the rapid pace of technological change in
the computer software industry, trade secret and copyright protection are less
significant than factors such as the knowledge, ability and experience of the
Company's employees, frequent product enhancements and the timeliness and
quality of support services. There can be no assurance that these protections
will be adequate or that PeopleSoft's competitors will not independently develop
technologies that are substantially equivalent or superior to the Company's
technology. Many customers of PeopleSoft are beneficiaries of a source code
escrow arrangement to enable the customer to acquire a future limited right to
use the Company's source code solely for their internal provision of maintenance
services. This possible access to the Company's source code may increase the
likelihood of misappropriation or other misuse of the Company's intellectual
property. In addition, the laws of certain countries in which the Company's
software products are or may be licensed do not protect the Company's software
products and intellectual property rights to the same extent as the laws of the
United States.
The Company does not believe that its software products, third party
software products the Company offers under sublicense agreements, Company
trademarks or other Company proprietary rights infringe the property rights of
any third parties. However, there can be no assurance that third parties will
not assert infringement claims against the Company in the future with respect to
current or future software products or that any such assertion may not require
the Company to enter into royalty arrangements or result in costly litigation.
Product Liability. The Company's license agreements with their
customers contain provisions designed to limit their exposure to potential
product liability claims. It is possible, however, that the limitation of
liability provisions contained in such license agreements may not be valid as a
result of federal, state, local laws or ordinances or unfavorable judicial
decisions. Although the Company has not experienced any product liability claims
to date, the license and support of its software for use in mission critical
applications creates the risk of a claim being pursued against the Company.
Damage or injunctive relief resulting under such a successful claim could cause
a materially adverse impact on the Company's business, operating results and
financial condition. In addition, as PeopleSoft begins to compete in the
manufacturing software application market, the mission critical nature of such
software products may increase PeopleSoft's exposure to product liability claims
against the Company.
Growth in Operations. The Company has experienced an extended period of
significant revenue growth, growth in the Company's customer base, expansion of
its software product lines and supported platforms both through internal
development and merger and acquisition, a significant expansion in the number
of its employees, and expansion in the geographic scope of its operations. This
growth has resulted in new and increased responsibilities for management
personnel, and has placed and is expected to continue to place a significant
strain upon the Company's management, operating and financial controls and
resources, including its services and development organizations. To accommodate
recent growth, compete effectively and manage potential future growth, the
Company must continue to implement and improve its operational and financial
systems, procedures and controls. In addition, the Company must continue to
expand, train and manage its employees base. There can be no assurance that The
Company will be able to manage this expansion effectively, or that the
Company's personnel, procedures, systems and controls will be adequate to
support the Company's future operations.
Key Personnel. PeopleSoft believes that its continued success will
depend in large part upon its ability to attract and retain highly-skilled
technical, managerial and marketing personnel. The loss of services of one or
more of the Company's key employees could have a materially adverse effect on
the Company's business, operating results and financial condition. The
-8-
<PAGE> 10
Company continues to hire a significant number of additional sales, service and
technical personnel. Competition for the hiring of such personnel in the
software industry is intense, and the Company from time to time experiences
difficulty in locating candidates with appropriate qualifications, particularly
within various desired geographic locations. There can be no assurance that the
Company will be successful in attracting and retaining the personnel it requires
to develop, market and support new or existing software.
Expansion of Facilities. The Company has expanded and plans to continue
to significantly expand the number of employees at its corporate headquarters
location in Pleasanton, California. The Company acquired a building during 1995
to address office space needs; however, the space is partially occupied by
existing tenants and may not be available rapidly enough to meet the Company's
needs. In addition, beginning in December 1996, the Company has undertaken
development of an additional facility under a lease which will provide
substantial new space. However, additional, alternative office space is required
to address planned expansion. The commercial real estate market in the
Tri-Valley area is constrained by the extremely low rate of new commercial real
estate development over the past several years which makes obtaining additional
quality office space increasingly difficult. The Company is in the process of
attempting to locate and contract for adequate space; however, sufficient office
space may not become available to meet the Company's near term needs. There can
be no assurance that local facilities will be obtained, that reasonable terms
will be obtained or that acceptable financing arrangements may be obtained. Any
such failure to obtain local facilities, under commercially reasonable terms,
may result in lower employee productivity, constrained hiring plans or increased
facility charges which could materially adversely impact the Company's business
and operating results.
Volatility of Stock Price. As is frequently the case with stock of high
technology companies, the market price of PeopleSoft's stock has been and may
continue to be quite volatile. Factors such as quarterly fluctuations in results
of operations, announcements of technological innovations by the Company or its
competitors or the introduction of new products by PeopleSoft or its
competitors, and macroeconomic conditions in the computer hardware and software
industries generally, may have a significant impact on the market price of the
stock of PeopleSoft. If revenue or earnings in any quarter fail to meet
expectations of the investment community, there could be an immediate impact on
PeopleSoft's stock price. In addition, as described in the Possible Adverse
Effects of Recent Securities Issuances section above, the Company has issued
shares, stock options and warrants which, if sold directly or exercised and sold
on the open market in large concentrations, could cause the Company's stock
price to decline in the short term. The Company makes no assurance as to when
and if such a short term stock price decline may recover. Furthermore, the stock
market has from time to time experienced extreme price and volume fluctuations
which have particularly affected the market price for many high technology
companies which, on occasion, have been unrelated to the operating performance
of those companies. These broad market fluctuations may materially adversely
affect the market price of the stock of PeopleSoft.
Investments and Liquidity. The Company's short-term and long-term
investments consist primarily of high quality municipal bonds and tax-advantaged
money market instruments. Despite favorable credit ratings on these investments
there can be no assurance the issuing agencies will not default on their
obligations which may result in losses of principal and accrued interest by
PeopleSoft. While operating activities may provide cash in certain periods, to
the extent the Company experiences growth in the future, operating and investing
activities may use cash, and, consequently, such growth may require the Company
to obtain additional sources of financing. In addition, material acquisitions of
complementary businesses, products or technologies and capital expenditures may
require additional sources of financing. There can be no assurance that the
Company would be able to obtain additional sources of financing or additional
financing at terms favorable to the Company.
-9-
<PAGE> 11
PEOPLESOFT, INC.
THE COMPANY
PeopleSoft, Inc. was incorporated in Delaware in August 1987. The
Company's principal executive offices are located at 4440 Rosewood Drive,
Pleasanton, CA 94588 and its telephone number at that address is (510) 225-3000.
The Common Stock of the Company is traded on the Nasdaq National Marked under
the symbol PSFT.
-10-
<PAGE> 12
SELLING SHAREHOLDERS
The following table shows (i) the name of the Selling Shareholders,
(ii) the number of shares of Common Stock beneficially owned prior to the
offering, (iii) the number of shares of Common Stock to be sold by them pursuant
to this Prospectus and (iv) the number of shares beneficially owned after the
offering:
<TABLE>
<CAPTION>
Shares Shares to be Shares
Beneficially Owned Sold in the Beneficially Owned
Name Prior to Offering Offering After the Offering(1)
---- ----------------- -------- ---------------------
<S> <C> <C> <C>
Leonard J. Brandt 859 859 0
Daniel J. Haggerty 7,923 7,923 0
Kevin G. Hall 2,132 2,132 0
Promod Haque 1,553 1,553 0
Norwest Limited, Inc. 312,558 312,558 0
John E. Lindahl 4,263 4,263 0
Ernest C. Parizeau 4,243 4,243 0
Stephen R. Sefton 4,259 4,259 0
George J. Still, Jr.(2) 73,566 9,566 64,000
John L. Thomson 4,259 4,259 0
John P. Whaley 4,226 4,226 0
Robert F. Zicarelli 2,641 2,641 0
</TABLE>
- -------------
(1) Each of the Selling Shareholders owns less than 1% of the outstanding
shares of Common Stock of the Company.
-11-
<PAGE> 13
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they
intend to sell all or a portion of the shares offered hereby from time to time
in the over-the-counter market and that sales will be made at prices prevailing
at the times of such sales. The Selling Shareholders may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Shareholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The Company will receive no part of the proceeds of sales
made hereunder.
Any broker-dealer participating in such transactions as agent may
receive commissions from a Selling Shareholder (and, if they act as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Shareholder. Broker-dealers may agree
with a Selling Shareholder to sell a specified number of shares at a stipulated
price per share, and, to the extent such a broker-dealer is unable to do so
acting as agent for such Selling Shareholder, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the Selling Shareholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
shares commissions computed as described above.
The Company has advised the Selling Shareholders that the
anti-manipulative Rules 10b-6 and 10b-7 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), may apply to their sales in the market,
has furnished each Selling Shareholder with a copy of these Rules and has
informed them of the need for delivery of copies of this Prospectus. The Selling
Shareholder may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such broker-dealers, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
Upon notification by a Selling Shareholder to the Company that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by the Selling Shareholder, the commissions paid or
discounts or concessions allowed by the Selling Shareholder to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this Prospectus.
Any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this Prospectus.
There can be no assurance that the Selling Shareholders will sell any
or all of the shares of Common Stock offered by them hereunder.
-12-
<PAGE> 14
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents and information heretofore filed with the Securities and
Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed pursuant to Section 13 of the
Exchange Act (including those portions of the Company's Annual
Report to Shareholders and definitive proxy statement for the
Annual Meeting of Shareholders held on May 21, 1996).
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996 filed pursuant to Section 13 of the Exchange Act.
(3) The description of the Company's Common Stock to be offered
hereby contained in the Company's Registration Statement on
Form 8-A dated October 7, 1992, filed pursuant to Section
12(g) of the Exchange Act including any amendment or report
filed for the purpose of updating such description.
(4) The description of the Company's Preferred Share Rights
Agreement contained in its Registration Statement on Form 8-A
filed with the Commission on February 16, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing such documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
As permitted by the Delaware General Corporation Law, the Company has
included in its Certificate of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition, the Bylaws of the Company provide that the Company is required to
indemnify its officers and directors under certain circumstances, including
those circumstances in which indemnification would otherwise be discretionary,
and the Company is required to advance expenses to its officers and directors as
incurred in connection with proceedings against them for which they may be
indemnified. The Company has entered into indemnification agreements with its
officers and directors containing provisions that are in some respects broader
than the specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements may require the Company, among
other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance expenses incurred as a result of any proceeding against them
as to which they could be indemnified, and to obtain directors' and officers'
insurance if available on reasonable terms. The Company believes that its
charter provisions and indemnification agreements are necessary to attract and
retain qualified persons as directors and officers.
The Company understands that the staff of the Securities and Exchange
Commission is of the opinion that statutory, charter and contractual provisions
as are described above have no effect on claims arising under the federal
securities laws.
LEGAL MATTERS
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304-1050, has rendered
an opinion to the effect that the Common Stock offered hereby is duly and
validly issued, fully paid and non-assessable.
-13-
<PAGE> 15
PEOPLESOFT, INC
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
- ------
Item 14 Other Expenses of Issuance and Distribution.*
The following table sets forth costs and expenses of the sale and
distribution of the securities being registered. All amounts except Securities
and Exchange Commission and NASD fees are estimates.
<TABLE>
<CAPTION>
<S> <C>
Registration fee--Securities and Exchange Commission ...... 5,907
Accounting fees ........................................... 5,000
Legal fees ................................................ 5,000
Miscellaneous ............................................. 5,000
Total 20,907
</TABLE>
* Represents expenses relating to the distribution by the Selling
Shareholders pursuant to the Prospectus prepared in accordance
with the requirements of Form S-3. These expenses will be borne by
the Company on behalf of the Selling Shareholders.
Item 15 Indemnification of Directors and Officers.
See "Indemnification of Directors and Officers."
Item 16 Exhibits.
Exhibit
Number
------
4.1 Restated Certificate of Incorporation, as amended, of
the Company*
4.2 Preferred Share Rights Agreement dated as of February
15, 1995**
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of Ernst & Young LLP, Independent Auditors
(contained on Page II-4)
23.2 Consent of Wilson Sonsini Goodrich & Rosati (Included
in Exhibit 5.1)
24.1 Power of Attorney (contained on Page II-3)
* Incorporated by reference to the exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 (No. 33-53000) filed with the
Commission on October 7, 1992.
** Incorporated by reference to Exhibit 1 of Registrant's Registration
Statement on Form 8-A filed with Commission on February 16, 1995.
II-1
<PAGE> 16
Item 17 Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities as that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, PeopleSoft, Inc., a corporation organized and existing under the
laws of the State of Delaware, certifies that it has reasonable cause to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pleasanton, State of California, on
the 23rd day of January 1997.
PEOPLESOFT, INC.
By: /s/ DAVID A. DUFFIELD
----------------------------------
David A. Duffield
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Ronald E. F. Codd and Robert D. Finnell,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendment to
this Registration Statement on Form S-3, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DAVID A. DUFFIELD Chairman of the Board of Directors, President and Chief January 23, 1997
- --------------------------- Executive Officer (Principal Executive Officer)
David A. Duffield
/s/ RONALD E.F. CODD Senior Vice President of Finance and Administration, Chief January 23, 1997
- --------------------------- Financial Officer and Secretary (Principal Financial and
Ronald E.F. Codd Accounting Officer)
/s/ A. GEORGE "SKIP" BATTLE Director January 22, 1997
- ---------------------------
A. George "Skip" Battle
/s/ Director January , 1997
- ---------------------------
Dr. Edgar F. Codd
/s/ ALBERT DUFFIELD Director January 23, 1997
- ---------------------------
Albert Duffield
/s/ GEORGE J. STILL, JR. Director January 23, 1997
- ---------------------------
George J. Still, Jr.
/s/ CYRIL J. YANSOUNI Director January 23, 1997
- ---------------------------
Cyril J. Yansouni
</TABLE>
II-3
<PAGE> 18
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-3 pertaining to the registration of 358,482 shares of common
stock) of PeopleSoft, Inc. and in the related Prospectus of our reports dated
January 30, 1996, with respect to the financial statements of PeopleSoft, Inc.,
included in its Annual Report on Form 10-K for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Walnut Creek, California
January 22, 1997
II-4
<PAGE> 19
INDEX TO EXHIBITS
Exhibit Page
Number No.
- ------ ----
4.1 Restated Certificate of Incorporation, as amended, of the Company*
4.2 Preferred Share Rights Agreement dated as of February 15, 1995*
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of Ernst & Young LLP, Independent Auditors (contained on
Page II-4)
23.2 Consent of Wilson Sonsini Goodrich & Rosati (Included in Exhibit 5.1)
24.1 Power of Attorney (Contained on page II-3).
- ----------
* Incorporated by reference.
<PAGE> 1
Exhibit 5.1
January 27, 1997
PeopleSoft, Inc.
4440 Rosewood Drive
Pleasanton, California 94085
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about January 27, 1997
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 358,482 shares of your Common
Stock (the "Shares"), all of which are issued and outstanding and to be offered
for sale for the benefit of certain selling shareholders. The Shares are to be
sold from time to time in the over-the counter-market at prevailing prices or as
otherwise described in the Registration Statement. As legal counsel for
PeopleSoft, Inc., we have examined the proceedings taken and are familiar with
the proceedings proposed to be taken by you in connection with the sale of the
Shares.
It is our opinion that the Shares are legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and further
consent to the use of our name wherever it appears in the Registration Statement
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
[HPM]
