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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 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)
DELAWARE 68-0137069
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
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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<CAPTION>
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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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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share......... 48,654 shares $24.25 $1,179,859.50 $311.49
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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
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 contents of its earlier registration statement on Form S-8 (file
number 333-38364) previously filed with the Securities and Exchange
Commission (the "SEC") on June 1, 2000.
b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 previously 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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<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
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.
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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 21st
day of August, 2000.
PEOPLESOFT, INC.
By: /s/ STEPHEN F. HILL
----------------------------------------------
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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<CAPTION>
Signature Title Date
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<S> <C> <C>
Chairman of the Board of Directors
------------------------------------
David A. Duffield
Vice Chairman of the Board of Directors
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Aneel Bhusri
/s/ CRAIG CONWAY President, Chief Executive Officer and August 21, 2000
------------------------------------ Director (Principal Executive Officer
Craig Conway and Director)
/s/ STEPHEN F. HILL Sr. Vice President and Chief Financial Officer August 21, 2000
------------------------------------ (Principal Financial and Accounting Officer)
Stephen F. Hill
/S/ A. George Battle Director August 21, 2000
------------------------------------
A. George Battle
/s/ STEVE GOLDBY Director August 21, 2000
------------------------------------
Steve Goldby
/s/ GEORGE J. STILL, JR. Director August 21, 2000
------------------------------------
George J. Still, Jr.
/s/ CYRIL J. YANSOUNI Director August 21, 2000
------------------------------------
Cyril J. Yansouni
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
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.
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