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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): December 31, 1999
PEOPLESOFT, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware 0-20710 68-0137069
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation ) Number) Identification Number)
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4460 HACIENDA DRIVE
PLEASANTON, CA 94588
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (925) 694-3000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 1999 PeopleSoft, Inc., a Delaware corporation (the
"Registrant"), acquired all of the outstanding capital stock of The Vantive
Corporation, a Delaware corporation ("Vantive"), in exchange for approximately
23,283,200 shares of the Registrant's common stock and the assumption of
Vantive's outstanding stock options by the Registrant (the "Acquisition").
Vantive stockholders will receive the Registrant's common stock at an exchange
ratio of 0.825ths of a share of the Registrant's common stock for each share of
Vantive common stock. The Acquisition was effected by means of a merger pursuant
to which a wholly-owned subsidiary of the Registrant merged with and into
Vantive, with Vantive as the surviving company. Promptly thereafter, the
Registrant merged Vantive into itself and the separate corporate existence of
Vantive ceased. The Acquisition is expected to be accounted for as a
"pooling-of-interests." The consideration paid by the Registrant for Vantive's
outstanding capital stock was negotiated at arm's length between the parties on
the basis of the Registrant's assessment of the value of Vantive and its capital
stock, following an investigation of, and discussions with Vantive and its
representatives concerning Vantive and its business and prospects. Marie
Alexander, Guy DuBois and Eric Miles, each a former executive officer of
Vantive, have entered into employment and related agreements with the
Registrant. To the Registrant's knowledge, there is no other material
relationship between any of the former stockholders of Vantive and the
Registrant or any of its affiliates, any director or officer of the Registrant,
or any associate of any such director or officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED
The required audited consolidated financial statements of Vantive for
the fiscal years ended December 31, 1998, 1997 and 1996 are incorporated herein
by reference to Vantive's Annual Report on Form 10-K for the year ended December
31, 1998, filed March 31, 1999. The required unaudited consolidated interim
financial statements with respect to Vantive for the nine months ended September
30, 1999 are incorporated herein by reference to Vantive's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999, filed November 12, 1999.
(b) PRO FORMA FINANCIAL INFORMATION
The required pro forma financial statements with respect to Vantive and
the Registrant for the fiscal years ended December 31, 1998, 1997 and 1996 and
the nine months ended September 30, 1999 are incorporated herein by reference to
the Registrant's Registration Statement on Form S-4 (No. 333-91111) filed with
the Securities and Exchange Commission on November 17, 1999.
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(c) EXHIBITS
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of October 11, 1999
among the Registrant, Vickers Acquisition, Inc. and Vantive
(incorporated by reference to Exhibit 2.1 filed with the
Registrant's Form S-4 filed with the Securities and Exchange
Commission on November 17, 1999).
23.1 Consent of Arthur Andersen LLP, independent accountants.
99.1 Vantive's financial statements contained in Vantive's Annual
Report on Form 10-K for the Year ended December 31, 1998
(incorporated by reference to The Vantive Corporation's Annual
Report on Form 10-K for the Year ended December 31, 1998 filed
March 31, 1999).
99.2 Vantive's financial statements contained in Vantive's
Quarterly Report on Form 10-Q for the Quarter ended September
30,1999 (incorporated by reference to The Vantive
Corporation's Quarterly Report on Form 10-Q for the Quarter
ended September 30,1999 filed November 12, 1999).
99.3 The pro forma financial statements contained in the
Registrant's Registration Statement on Form S-4 (No.
333-91111) filed with the Securities and Exchange Commission
on November 17, 1999.
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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.
Dated as of December 31, 1999.
PEOPLESOFT, INC.
By: /s/ Stephen F. Hill
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Stephen F. Hill
Acting Chief Financial Officer
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. DOCUMENT PAGE
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Exhibit 2.1 Agreement and Plan of Merger dated as of October 11, 1999
among the Registrant, Vickers Acquisition, Inc. and Vantive
(incorporated by reference to Exhibit 2.1 filed with the
Registrant's Form S-4 filed with the Securities and Exchange
Commission on November 17, 1999).
Exhibit 23.1 Consent of Arthur Andersen LLP, independent accountants.
Exhibit 99.1 Vantive's financial statements contained in Vantive's
Annual Report on Form 10-K for the Year ended December 31,
1998 (incorporated by reference to The Vantive Corporation's
Annual Report on Form 10-K for the Year ended December 31,
1998 filed March 31, 1999).
Exhibit 99.2 Vantive's financial statements contained in Vantive's
Quarterly Report on Form 10-Q for the Quarter ended September
30,1999 (incorporated by reference to The Vantive
Corporation's Quarterly Report on Form 10-Q for the Quarter
ended September 30,1999 filed November 12, 1999).
Exhibit 99.3 The pro forma financial statements contained in the
Registrant's Registration Statement on Form S-4 (No.
333-91111) filed with the Securities and Exchange Commission
on November 17, 1999.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation in
this Form 8-K of our report dated January 22, 1999, included in The Vantive
Corporation's Form 10-K for the year ended December 31, 1998. It should be noted
that we have not audited any financial statements of The Vantive Corporation
subsequent to December 31, 1998, or performed any audit procedures subsequent to
the date of our report.
/s/ Arthur Andersen LLP
San Jose, California,
December 30, 1999
