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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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PEROT SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-2230700
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
12377 MERIT DRIVE, SUITE 1100
DALLAS, TEXAS 75251
(Address, Including Zip Code, of Registrant's Principal Executive Office)
1991 STOCK OPTION PLAN
RESTRICTED STOCK PLAN
1996 ADVISOR AND CONSULTANT STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
ADVISOR STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
(Full title of the Plan)
PETER ALTABEF
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
PEROT SYSTEMS CORPORATION
12377 MERIT DRIVE, SUITE 1100
DALLAS, TEXAS 75251
(972) 383-5600
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share(2) 30,000,000 2.32(1) $69,693,124(1) $21,120(1)
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(1) Estimated solely for calculating the registration fee and calculated
pursuant to Rule 457(h) under the Securities Act of 1933, with respect
to 17,620,738 shares of Common Stock subject to options, the
registration fee is based on the exercise prices which range from $.50
to $6.75 per share and with respect to the remaining 12,379,262 shares
of Common Stock the registration fee is based on the book value per
share.
(2) An aggregate of 37,000,000 shares of Common Stock are issuable pursuant
to the 1991 Stock Option Plan, the Restricted Stock Plan, the 1996
Advisor and Consultant Stock Option/Restricted Stock Incentive Plan and
the Advisor Stock Option/Restricted Stock Incentive Plan and 400,000
shares of Common Stock are issuable pursuant to the 1996 Non-Employee
Director Stock Option/Restricted Stock Incentive Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form 10 (file no. 0-22495), as amended,
and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1997 filed with the Securities and Exchange Commission by Perot Systems
Corporation (the "Company") are hereby incorporated by reference in this
Registration Statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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 (the "DGCL")
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as an
officer or director of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that such officer or director
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings, had
no reasonable cause to believe his conduct was illegal. A Delaware corporation
may indemnify officers and directors against expenses (including attorneys'
fees) in connection with the defense or settlement of an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
(including attorneys' fees) which such officer or director actually and
reasonably incurred in connection therewith.
Article VIII of the Certificate of Incorporation of the Company provides
for the elimination of personal liability of its directors for monetary damages
for breach of fiduciary duty as a director, except as otherwise provided by the
DGCL.
A director of the Company may not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. The provisions of the Certificate of Incorporation eliminating the
liability of directors for monetary damages do not affect the standard of
conduct to which directors must adhere, nor do such provisions affect the
availability of equitable relief. In addition, such limitations on personal
liability do not affect the availability of monetary damages under causes of
action based on federal law.
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The Certificate of Incorporation provides for indemnification of its
officers and directors to the fullest extent permitted by the Delaware General
Corporation Law. In addition, the Company provides director and officer
insurance coverage for the benefit of its directors and officers.
In addition to provisions made by the Company, Mr. Steve Blasnik is
indemnified for actions taken in his capacity as a director of the Company as
part of his employment arrangement with Perot Investments, Inc., a private
investment firm.
Section 102(b)(7) of the DGCL provides that a Delaware corporation may
eliminate or limit the personal liability of a director to a Delaware
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL relating to the unlawful payment of a
dividend or an unlawful stock purchase or redemption or (iv) for any
transaction from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
5 Opinion of Peter Altabef
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Peter Altabef (included in his opinion filed as
Exhibit 5 hereto)
24 Power of Attorney
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 Securities Act of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(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 set forth in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any
financial statements required by Rule 3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering, Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided, that the Registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at
least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements
on Form F-3, a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the
Act or Rule 3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 against the Registrant 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 policy as expressed
in the 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, Perot Systems
Corporation 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 Dallas, State of Texas on this 30th day of
June, 1997.
PEROT SYSTEMS CORPORATION
By /s/ James A. Cannavino
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Name: James A. Cannavino
Title: President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 30th day of June, 1997.
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SIGNATURE TITLE
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<S> <C> <C>
Morton M. Meyerson* Chairman of the Board
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Morton M. Meyerson
/s/ James A. Cannavino President, Chief Executive Officer and Director
----------------------------------------------------- (principal executive officer)
James A. Cannavino
Terry Ashwill* Vice President and Chief Financial Officer
----------------------------------------------------- (principal financial officer)
Terry Ashwill Treasurer (principal accounting officer)
John Vonesh*
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John Vonesh
James Champy* Vice President and Director
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James Champy
Steve Blasnik* Director
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Steve Blasnik
Craig Fields* Director
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Craig Fields
Raymond L. Golden* Director
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Raymond L. Golden
Carl Hahn* Director
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Carl Hahn
Ross Perot, Jr.* Director
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Ross Perot, Jr.
John L. Segall* Director
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John L. Segall
*By /s/ Peter Altabef
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Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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5 Opinion of Peter Altabef regarding legality of the
securities being registered
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Peter Altabef (included in the opinion filed as
Exhibit 5)
24 Power of Attorney
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Exhibit 5
OPINION OF COUNSEL
June 30, 1997
Perot Systems Corporation
12377 Merit Drive, Suite 1100
Dallas, Texas 75251
Ladies and Gentlemen:
I have acted as counsel to Perot Systems Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") which the Company intends to file with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 30,000,000 shares of the Company's
Class A Common Stock, par value $.01 per share (the "Common Stock"), which may
be distributed in accordance with the Company's 1991 Stock Option Plan,
Restricted Stock Plan, 1996 Advisor and Consultant Stock Option/Restricted Stock
Incentive Plan, 1996 Non-Employee Director Stock Option/Restricted Stock
Incentive Plan, and Advisor Stock Option/Restricted Stock Incentive Plan
(collectively, the "Plans").
I have examined a copy of the Registration Statement (including
the exhibits thereto), the related Prospectuses (the "Prospectuses") and the
Plans. In addition, I have examined, and have relied as to matters of fact
upon, the originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other
and further investigations, as I have deemed relevant and necessary as a basis
for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
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I hereby advise you that in my opinion the original issue shares
of Common Stock issuable pursuant to the Plans, when duly authorized and issued
as contemplated by the Registration Statement, the related Prospectuses and the
Plans, will be validly issued, fully paid and non-assessable.
I am a member of the Bar of the State of Texas and I do not
express any opinion herein concerning any law other than the law of the State
of Delaware.
I hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Peter Altabef
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PETER ALTABEF
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Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 and in the related prospectuses of our report dated April
1, 1997 on our audit of the consolidated financial statements of Perot Systems
Corporation contained in its Registration Statement on Form 10/A, File
No. 000-22495, as filed with the Securities and Exchange Commission.
/s/ COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand L.L.P.
McLean, Virginia
June 27, 1997
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Perot Systems Corporation (the "Company") in their respective
capacities set forth below constitutes and appoints Terry Ashwill, Peter
Altabef and Robert Morgan, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to do any and all acts and all things and to execute any
and all instruments which said attorney and agent may deem necessary or
desirable to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder in connection with the registration under such
Act of shares of Common Stock of the Company to be issued or transferred to
employees of the Company pursuant to the Company's 1991 Stock Option Plan,
Restricted Stock Plan, 1996 Advisor and Consultant Stock Option/Restricted
Stock Incentive Plan, 1996 Non-Employee Director Stock Option/Restricted Stock
Incentive Plan, and Advisor Stock Option/Restricted Stock Incentive Plan, to
the extent that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel, including
without limitation, the power and authority to sign the name of each
undersigned individual in the capacity indicated below opposite the name of
such individual to the Registration Statement on Form S-8 or any Form relating
to the registration of such Common Stock, to be filed with the Securities and
Exchange Commission with respect to said Common Stock, to sign any and all
amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
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Signature Title Date
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<S> <C> <C>
/s/ Morton H. Meyerson Chairman of the Board April 25, 1997
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Morton H. Meyerson
/s/ James A. Cannavino President, Chief Executive Officer and Director April 25, 1997
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James A. Cannavino
/s/ Terry Ashwill Vice President and Chief Financial Officer April 25, 1997
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Terry Ashwill
/s/ John Vonesh Treasurer April 25, 1997
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John Vonesh
/s/ James Champy Vice President and Director April 25, 1997
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James Champy
/s/ Steve Blasnik Director April 25, 1997
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Steve Blasnik
/s/ Craig Fields Director April 25, 1997
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Craig Fields
/s/ Raymond L. Golden Director April 25, 1997
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Raymond L. Golden
/s/ Carl Hahn Director April 25, 1997
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Carl Hahn
/s/ Ross Perot, Jr. Director April 25, 1997
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Ross Perot, Jr.
/s/ John L. Segall Director April 25, 1997
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John L. Segall
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