<PAGE> 1
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)
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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2000 NONSTATUTORY STOCK OPTION 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
<TABLE>
<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, to be issued under the
2000 Nonstatutory Stock Option Plan 10,000,000 shares $27.719 $277,190,000 $73,178.16
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</TABLE>
(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 2000 Nonstatutory Stock
Option Plan. Pursuant to Rule 416(a), this Registration Statement shall also
cover any additional shares of the Registrant's Common Stock which become
issuable under the 2000 Nonstatutory Stock Option 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 the Registrant's Common Stock.
(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
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 as filed on March 30, 2000.
b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 as filed on August 14, 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.
2
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Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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EXHIBIT
NUMBER EXHIBIT
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4.1 Restated Certificate of Incorporation of Registrant filed with
the Secretary of State of the State of Delaware on May 24, 1995
(incorporated by reference to Exhibit 4.1 filed with the
Registrant's Form S-8 (No. 333-08575) filed with the Securities
and Exchange Commission on July 22, 1996).
4.2 Certificate of Amendment to Certificate of Incorporation of
Registrant, as filed with the Secretary of State of the State of
Delaware on June 17, 1996 (incorporated by reference to Exhibit
4.2 filed with the Registrant's Form S-8 (No. 333-08575) filed
with the Securities and Exchange Commission on July 22, 1996).
4.3 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).
4.4 Certificate of Amendment to Certificate of Incorporation of
Registrant, 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 the Registrant's Registration Statement on Form
S-4 (No. 333-91111) filed with the Securities and Exchange
Commission on November 17, 1999).
4.5 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).
4.6 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).
4.7 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).
4.8 The description of the Registrant's Common Stock. Reference is
made to the Registrant's Registration Statement on Form 8-A,
filed with the Commission on October 7, 1992, incorporated by
reference pursuant to Item 3(v).
4.9 Specimen Certificate of the Registrant's Common Stock
(incorporated by reference to Exhibit 1 filed with Amendment No.
1 to the Registrant's Form 8-A filed with the Securities and
Exchange Commission on November 6, 1992).
4.10 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 5 of this
Registration Statement.
99 2000 Nonstatutory Stock Option Plan and form of option agreement
thereunder.
</TABLE>
3
<PAGE> 4
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.
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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
--------------------------------------------
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> <C> <C>
/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 Directors September 29, 2000
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Aneel Bhusri
/s/ CRAIG CONWAY President, Chief Executive Officer and September 29, 2000
------------------------------ Director (Principal Executive Officer
Craig Conway and Director)
/s/ STEPHEN F. HILL Sr. Vice President and Chief Financial September 29, 2000
------------------------------ Officer (Principal Financial and
Stephen F. Hill 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
------------------------------
Cyril J. Yansouni
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
4.1 Restated Certificate of Incorporation of Registrant filed with
the Secretary of State of the State of Delaware on May 24, 1995
(incorporated by reference to Exhibit 4.1 filed with the
Registrant's Form S-8 (No. 333-08575) filed with the Securities
and Exchange Commission on July 22, 1996).
4.2 Certificate of Amendment to Certificate of Incorporation of
Registrant, as filed with the Secretary of State of the State of
Delaware on June 17, 1996 (incorporated by reference to Exhibit
4.2 filed with the Registrant's Form S-8 (No. 333-08575) filed
with the Securities and Exchange Commission on July 22, 1996).
4.3 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).
4.4 Certificate of Amendment to Certificate of Incorporation of
Registrant, 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 the Registrant's Registration Statement on Form
S-4 (No. 333-91111) filed with the Securities and Exchange
Commission on November 17, 1999).
4.5 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).
4.6 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).
4.7 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).
4.8 The description of the Registrant's Common Stock. Reference is
made to the Registrant's Registration Statement on Form 8-A,
filed with the Commission on October 7, 1992, incorporated by
reference pursuant to Item 3(v).
4.9 Specimen Certificate of the Registrant's Common Stock
(incorporated by reference to Exhibit 1 filed with Amendment No.
1 to the Registrant's Form 8-A filed with the Securities and
Exchange Commission on November 6, 1992).
4.10 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 5 of this
Registration Statement.
99 2000 Nonstatutory Stock Option Plan and form of option agreement
thereunder.
</TABLE>
7
