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As Filed with The Securities and Exchange Commission on September 29, 2000
Registration No. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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PEOPLESOFT, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 68-0137069
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
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4460 Hacienda Drive
Pleasanton, California 94588
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1989 STOCK PLAN
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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Craig Conway
President and Chief Executive Officer
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588
(Name and Address of Agent for Service)
(925) 694-3000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, par value $.01 per share,
to be issued under the Amended and
Restated 1989 Stock Plan 13,547,200 shares $27.719 $375,514,836.80 $ 99,135.92
Common Stock, par value $.01 per share,
to be issued under the 1992 Employee
Stock Purchase Plan 4,064,160 shares $27.719 $112,654,451.04 $ 29,740.78
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Total 17,611,360 shares $488,169,287.84 $128,876.70
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the number of
additional shares authorized to be issued under the Amended and Restated 1989
Stock Plan and the 1992 Employee Stock Purchase Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the total registration fee.
Computation based upon the average of the high and low prices of the Common
Stock as reported on the Nasdaq National Market on September 22, 2000 because
the exercise prices for the options to be granted in the future and the prices
at which shares will be purchased in the future are not currently determinable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
PeopleSoft, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
a) The contents of its Registration Statement on Form S-8 (SEC file
no. 333-08575) as filed with the SEC on July 19, 1996.
b) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 as filed with the SEC on March 30, 2000.
c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000 as filed with the SEC on August 14, 2000.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 8. Exhibits
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EXHIBIT
NUMBER EXHIBIT
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4.1 Certificate of Amendment to Certificate of Incorporation of Registrant,
as filed with the Secretary of State of the State of Delaware on July 3,
1997 (incorporated by reference to Exhibit 3.3 filed with the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997).
4.2 Certificate of Amendment to Certificate of Incorporation of PeopleSoft,
Inc., as filed with the Secretary of State of the State of Delaware on
June 29, 1998. (incorporated by reference to Exhibit 3.4 filed with
PeopleSoft, Inc.'s Registration Statement on From S-4 (333-91111) filed
with the Securities and Exchange Commission on November 17, 1999).
4.3 Certificate of Designation as filed with the Secretary of State of the
State of Delaware on March 24, 1998 (incorporated by reference to
Exhibit 3.4 filed with the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997).
4.4 Bylaws of Registrant as amended through December 31, 1998 (incorporated
by reference to Exhibit 3.5 filed with the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998).
4.5 Amendments to the Bylaws of Registrant dated March 4, 1999, April 7,
1999 and February 3, 2000 (incorporated by reference to Exhibit 3.7
filed with the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999).
4.6 First Amended and Restated Preferred Shares Rights Agreement dated
December 16, 1997 (incorporated by reference to Exhibit 1 filed with the
Registrant's Form 8-A/A filed with the Securities and Exchange
Commission on March 25, 1998).
5 Opinion and consent of Counsel as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page 3 of this Registration
Statement.
99.1 Amended and Restated 1989 Stock Option Plan (as amended March 8,
2000)
99.2 1992 Employee Stock Purchase Plan (as amended on January 31, 2000)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, 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 this 29th
day of September 2000.
PEOPLESOFT, INC.
By: /s/ Stephen F. Hill
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Stephen F. Hill
Sr. Vice President and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of PeopleSoft, Inc., a Delaware
corporation, do hereby constitute and appoint Craig Conway, Stephen F. Hill and
Anne Jordan, and each of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
3
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ DAVID A. DUFFIELD Chairman of the Board of Directors September 29, 2000
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David A. Duffield
/s/ ANEEL BHUSRI Vice Chairman of the Board of September 29, 2000
------------------------ Directors
Aneel Bhusri
/s/ CRAIG CONWAY President, Chief Executive Officer and September 29, 2000
------------------------ Director
Craig Conway (Principal Executive Officer
and Director)
/s/ STEPHEN F. HILL Sr. Vice President and Chief September 29, 2000
------------------------ Financial Officer
Stephen F. Hill (Principal Financial and Accounting
Officer)
Director September 29, 2000
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A. George Battle
/s/ STEVE GOLDBY Director September 29, 2000
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Steve Goldby
/s/ GEORGE J. STILL, JR. Director September 29, 2000
------------------------
George J. Still, Jr.
/s/ CYRIL J. YANSOUNI Director September 29, 2000
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Cyril J. Yansouni
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT
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4.1 Certificate of Amendment to Certificate of Incorporation of Registrant,
as filed with the Secretary of State of the State of Delaware on July 3,
1997 (incorporated by reference to Exhibit 3.3 filed with the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997).
4.2 Certificate of Amendment to Certificate of Incorporation of PeopleSoft,
Inc., as filed with the Secretary of State of the State of Delaware on
June 29, 1998. (incorporated by reference to Exhibit 3.4 filed with
PeopleSoft, Inc.'s Registration Statement on From S-4 (333-91111) filed
with the Securities and Exchange Commission on November 17, 1999).
4.3 Certificate of Designation as filed with the Secretary of State of the
State of Delaware on March 24, 1998 (incorporated by reference to
Exhibit 3.4 filed with the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997).
4.4 Bylaws of Registrant as amended through December 31, 1998 (incorporated
by reference to Exhibit 3.5 filed with the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998).
4.5 Amendments to the Bylaws of Registrant dated March 4, 1999, April 7,
1999 and February 3, 2000 (incorporated by reference to Exhibit 3.7
filed with the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999).
4.6 First Amended and Restated Preferred Shares Rights Agreement dated
December 16, 1997 (incorporated by reference to Exhibit 1 filed with the
Registrant's Form 8-A/A filed with the Securities and Exchange
Commission on March 25, 1998).
5 Opinion and consent of Counsel as to legality of securities being
registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page 3 of this Registration
Statement.
99.1 Amended and Restated 1989 Stock Option Plan (as amended on March 8, 2000)
99.2 1992 Employee Stock Purchase Plan (as amended on January 31, 2000)
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