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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 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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Advance Planning Solutions, Inc. 1998 Stock 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
TITLES 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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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share......... 297,057 shares $0.54 $160,411 $42.35
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(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Advance Planning Solutions, Inc. 1998
Stock Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares of
PeopleSoft, Inc. Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the maximum offering
price per share as such options may be exercised.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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 Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
(c) The description of the Registrant's Common Stock to be offered hereby
contained in the Registrant's Registration Statement on Form 8-A,
filed with the SEC on October 7, 1992, including any amendment or
report filed for the purpose of updating such description.
(d) The description of the Registrant's Preferred Shares Purchase Rights
contained in its Registration Statement on Form 8-A/A filed with the
SEC on March 25, 1998 including any amendment or report filed for the
purpose of updating such description.
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 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933 (the "1933 Act"). 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 require it to (i) indemnify the officers and directors
under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and (ii) advance expenses to
the 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 may be indemnified, and
to obtain directors' and officers' insurance if available on reasonable terms.
The Company believes that these charter provisions and indemnification
agreements are necessary to attract and retain qualified persons as directors
and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
2
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Item 8. Exhibits
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EXHIBIT
NUMBER EXHIBIT
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4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statements on Form 8-A which are
incorporated herein by reference pursuant to Items 3(c) and (d).
5 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page 4 of this Registration
Statement.
99 Advance Planning Solutions, Inc. 1998 Stock Plan.
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Item 9. Undertakings
A. 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: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
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 and
(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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions incorporated by reference in Item 6, or
otherwise, the Registrant has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
3
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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 26th
day of May, 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.
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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 May 26, 2000
--------------------------------
David A. Duffield
Vice Chairman of the Board of Directors May 26, 2000
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Aneel Bhusri
/s/ Craig Conway President, Chief Executive Officer and May 26, 2000
-------------------------------- Director (Principal Executive Officer
Craig Conway and Director)
/s/ Stephen F. Hill Sr. Vice President and Chief Financial Officer May 26, 2000
-------------------------------- (Principal Financial and Accounting Officer)
Stephen F. Hill
/s/ A. George Battle Director May 26, 2000
--------------------------------
A. George Battle
/s/ Steven Goldby Director May 26, 2000
--------------------------------
Steven Goldby
/s/ George J. Still, Jr. Director May 26, 2000
--------------------------------
George J. Still, Jr.
/s/ Cyril J. Yansouni Director May 26, 2000
--------------------------------
Cyril J. Yansouni
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT
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4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statements on Form 8-A which are
incorporated herein by reference pursuant to Items 3(c) and (d).
5 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gibson, Dunn & Crutcher is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page 4 of this Registration
Statement.
99 Advance Planning Solutions, Inc. 1998 Stock Plan.
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