<PAGE> 1
As filed with the Securities and Exchange Commission on July 14, 1999.
Registration No. 333- _____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PEROT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7374 75-2230700
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
12404 PARK CENTRAL DRIVE
DALLAS, TEXAS 75251
(972) 340-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
Peter A. Altabef
Vice President and General Counsel
12404 Park Central Drive
Dallas, Texas 75251
(972) 340-5000
(Name, address, and telephone number,
including area code, of agent for service)
---------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 1,404,000 $27.41 (2) $38,483,640(2) $10,699
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the average of the high and low prices per share of the
Class A common stock of Perot Systems Corporation on July 13, 1999, as
reported by the New York Stock Exchange.
------------------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES OR OUR SOLICITATION OF YOUR
OFFER TO BUY THESE SECURITIES, NOR WILL WE SELL THEM OR ACCEPT YOUR OFFER TO BUY
THEM, IN ANY STATE WHERE THAT WOULD NOT BE PERMITTED OR LEGAL PRIOR TO
REGISTRATION OR QUALIFICATION IN THAT STATE OR OTHER JURISDICTION. THE SELLING
STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
---------------
PEROT SYSTEMS CORPORATION
1,404,000 SHARES
CLASS A COMMON STOCK
---------------
Three of our stockholders are offering a total of 1,404,000 shares of
our Class A common stock. We will not receive any of the proceeds from the
stockholders' sale of the shares offered in this prospectus.
Our Class A common stock is quoted on the New York Stock Exchange under
the symbol "PER." The last reported sale price of our Class A common stock on
July 13, 1999 was $27.3125 per share.
---------------
INVESTING IN THE CLASS A COMMON STOCK INVOLVES RISKS. SEE "SPECIAL NOTE
REGARDING FORWARD-LOOKING INFORMATION" BEGINNING ON PAGE 1.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this prospectus is July 14, 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Perot Systems Corporation................................................................................1
Special Note Regarding Forward-Looking Information.......................................................1
Incorporation of Documents by Reference..................................................................1
Where You Can Get More Information.......................................................................2
Selling Stockholders.....................................................................................3
Plan of Distribution.....................................................................................4
Use of Proceeds..........................................................................................4
Legal Matters............................................................................................4
Experts..................................................................................................4
</TABLE>
<PAGE> 4
PEROT SYSTEMS CORPORATION
We are a Delaware corporation. Our principal executive offices are
located at 12404 Park Central Drive, Dallas, Texas 75251, and our telephone
number is (972) 340-5000. We maintain a world wide web site at
www.perotsystems.com. The reference to our world wide web address does not
constitute incorporation by reference into this prospectus of the information
contained at the site.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Some statements in or incorporated in this prospectus constitute
forward-looking statements. These forward-looking statements are all statements
that are not statements of historical fact or that might otherwise be considered
opinion, belief, or projection. These forward-looking statements involve known
and unknown risks, uncertainties, and other factors that may cause our actual
results, levels of activity, performance, or achievements, to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by these forward-looking statements. The
risks, uncertainties, and other factors to which forward-looking statements are
subject include, among others, those set forth under the caption "Risk Factors"
in our final prospectus set forth in our Registration Statement on Form S-1
dated February 1, 1999, as amended, which is available from us, from the
Securities and Exchange Commission at prescribed rates, and from the web-site
www.sec.gov. These factors include, without limitation, the following: loss of
clients; inability to recruit, train, and retain skilled personnel; loss of
rights to our company name; loss of key personnel; termination and pricing risks
in our contracts; potential Year 2000 problems; managing growth; competition;
variability in quarterly operating results; changes in technology; and
intellectual property rights. Additional risks that we do not yet know of may
also have an adverse effect on us. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these factors.
In some cases, forward-looking statements can be identified by
terminology including "may," "will," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," or "continue"
or the negative of those terms or other comparable terminology. Although we
believe that the assumptions and expectations reflected in those forward-looking
statements are reasonable, as a result of the foregoing and other factors, no
assurance can be given as to future results, levels of activity, performance, or
achievements, and neither we nor any other person assumes responsibility for the
accuracy and completeness of these forward-looking statements. All
forward-looking statements included in this prospectus are based on information
available to us on the date of this prospectus, and we are under no duty to
update any of the forward-looking statements after the date of this prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE
Our fiscal year ends December 31. We furnish our stockholders with
annual reports containing audited financial statements and other appropriate
reports. We also file annual,
1
<PAGE> 5
quarterly and current reports, proxy statements and other information with the
SEC. Instead of repeating in this prospectus information that we have already
filed with the SEC, SEC rules permit us to incorporate by reference the
information we file with them. These rules mean that we can disclose important
information to you by referring you to those documents that we have previously
filed with the SEC. These documents are considered to be part of this
prospectus. Any documents that we file with the SEC in the future will also be
considered part of this prospectus and will automatically update and supersede
the information in this prospectus. We incorporate by reference the documents
listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the selling
stockholders sell all of the shares of our Class A common stock offered by this
prospectus.
o Our Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
o Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999;
o Our Proxy Statement filed April 6, 1999; and
o The description of our Class A common stock contained in our
Registration Statement on Form 8-A filed on February 18, 1999, including
any amendments or reports filed for the purpose of updating that
description.
WHERE YOU CAN GET MORE INFORMATION
We have filed a registration statement with the SEC to register the
Class A common stock that the selling stockholders are offering to you. This
prospectus is part of that registration statement. As allowed by the SEC's
rules, we have not included in this prospectus all of the information that is
included in the registration statement. At your request, we will provide you,
without charge, a copy of the registration statement or any of the exhibits to
the registration statement. If you want more information, write or call us at:
Perot Systems Corporation
12404 Park Central Drive
Dallas, Texas 75251
Telephone: (972) 340-5000
Attention: General Counsel
You may also obtain a copy of any filing we have made with the SEC directly
from the SEC. You may either:
o read and copy reports, statements or other information we have filed
with the SEC at the SEC's public reference room at 450 Fifth Street
N.W., Washington, D.C. 20549 or
o obtain copies of documents that we have filed with the SEC on the SEC's
internet web site at http://www.sec.gov
You can get more information about the SEC's public reference room by
calling the SEC at 1-800-SEC-0330.
2
<PAGE> 6
SELLING STOCKHOLDERS
The table below sets forth information with respect to the beneficial
ownership of our Class A common stock by the selling stockholders immediately
prior to this offering and as adjusted to reflect the sale of shares of our
Class A common stock pursuant to the offering. All information with respect to
the beneficial ownership has been furnished by the selling stockholders.
Percentages are based on the 86,050,964 shares of Class A common stock
outstanding on June 30, 1999.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering (1)
--------------------------------------------- ----------------------------
Number of Percent of Shares to Number of Percent of
Name of Beneficial Owner Shares Class be Sold Shares Class
- ------------------------ ---------- ---------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Joseph E. Boyd 262,401 0.30% 112,000 150,401 0.17%
James A. Cannavino 1,100,000 1.28% 1,100,000 0 0%
H. Ronald Nash 648,981 0.75% 192,000 456,981 0.53%
</TABLE>
(1) Assumes that all shares are sold.
3
<PAGE> 7
PLAN OF DISTRIBUTION
The sale of the shares offered in this prospectus may be effected from
time to time directly or by one or more broker-dealers or agents in one or more
transactions on the New York Stock Exchange, in negotiated transactions, or
through a combination of these methods of distribution, at prices related to
prevailing market prices or at negotiated prices.
In the event one or more broker-dealers or agents agree to sell the
shares, they may do so by purchasing the shares as principals or by selling the
shares as agent for a selling stockholder. Any broker-dealer may receive
compensation in the form of discounts, concessions, or commissions from a
selling stockholder or the purchasers of the shares for which the broker-dealer
may act as agent or to whom they sell as principal, or both (which compensation
as to a particular broker-dealer may be in excess of customary compensation).
Under applicable rules and regulations under the Securities Exchange
Act, any person engaged in a distribution of the shares may not simultaneously
engage in market-making activities with respect to our Class A common stock for
the applicable period under Regulation M of the Securities Exchange Act prior to
the commencement of the distribution. In addition and without limiting the
foregoing, the selling stockholders will be subject to applicable provisions of
the Securities Exchange Act and the rules and regulations thereunder, including,
without limitation, Regulation M, which provisions may limit the timing of
purchases and sales of the shares by the selling stockholders. All of the
foregoing may affect the marketability of the shares.
In order to comply with some states' securities laws, if applicable,
our Class A common stock will be sold in those jurisdictions only through
registered or licensed brokers or dealers. In some states, our Class A common
stock may not be sold unless it has been registered or qualified for sale in
that state or an exemption from registration or qualification is available and
is complied with.
No dealer, salesperson, or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under the
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
USE OF PROCEEDS
We will not receive any proceeds from the offering.
LEGAL MATTERS
The validity of the shares offered in this prospectus will be passed
upon for us by Hughes & Luce, L.L.P., Dallas, Texas.
4
<PAGE> 8
EXPERTS
Our financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the year ended December 31, 1998 have been
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
5
<PAGE> 9
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee $10,699*
Accounting fees and expenses 6,500*
Legal fees and expenses 5,000*
Miscellaneous expenses 5,000*
-------
Total: $27,199*
- ---------------
* Estimated
All of the above expenses will be paid by the Perot Systems Corporation (the
"Company").
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that officers and directors who are made a
party to or are threatened to be made a party to or is otherwise involved in any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was an
officer or a director of the Company or is or was serving at the request of the
Company as a director or an officer of another corporation or of a partnership,
joint venture, trust, or other enterprise, including service with respect to an
employee benefit plan (an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Company to the fullest extent authorized by the Delaware General
Corporation Law ("DGCL"), as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than permitted
prior thereto), against all expense, liability, and loss (including, without
limitation, attorneys' fees, judgments, fines, excise taxes or penalties, and
amounts paid or to be paid in settlement) incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue with
respect to an indemnitee who has ceased to be a director or officer and shall
inure to the benefit of the indemnitee's heirs, executors, and administrators;
provided, however, that the Company shall indemnify any such indemnitee in
connection with a proceeding initiated by such indemnitee only if such
proceeding was authorized by the Board of Directors. The right to
indemnification includes the right to be paid by the Company for expenses
incurred in defending any such proceeding in advance of its final disposition.
Officers and directors are not entitled to indemnification if such persons did
not meet the applicable standard of conduct set forth in the DGCL for officers
and directors.
DGCL Section 145 provides, among other things, that the Company may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or
II-1
<PAGE> 10
completed action, suit, or proceeding (other than an action by or in the right
of the Company) by reason of the fact that the person is or was a director,
officer, agent, or employee of the Company or who is or was serving at the
Company's request as a director, officer, agent, or employee of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit, or proceeding. The power to indemnify applies (a) if such
person is successful on the merits or otherwise in defense of any action, suit,
or proceeding, or (b) if such person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of the Company, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The power to
indemnify applies to actions brought by or in the right of the Company as well,
but only to the extent of defense expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably incurred and not
to any satisfaction of a judgment or settlement of the claim itself, and with
the further limitation that in such actions no indemnification shall be made in
the event of any adjudication of liability to the Company, unless the court
believes that in light of all the circumstances indemnification should apply.
The indemnification provisions contained in the Company's Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws are not
exclusive of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors, or otherwise. In
addition, the Company maintains insurance on behalf of its directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or officers or arising out of such status.
ITEM 16. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 17. 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.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of
II-2
<PAGE> 11
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 the registration statement or any material change to such
information in the 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 by
the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(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.
(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 and 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 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
II-3
<PAGE> 12
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 July 14, 1999.
PEROT SYSTEMS CORPORATION
By: /s/ Terry Ashwill
------------------------------------------
Terry Ashwill,
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROSS PEROT Chairman of the Board, President, July 14, 1999
- -------------------------------- and Chief Executive Officer
Ross Perot
/s/ TERRY ASHWILL Vice President, Chief Financial Officer, July 14, 1999
- -------------------------------- and Principal Accounting Officer
Terry Ashwill
/s/ JAMES CHAMPY Vice President and Director July 12, 1999
- --------------------------------
James Champy
/s/ STEVEN BLASNIK Director July 14, 1999
- --------------------------------
Steven Blasnik
/s/ WILLIAM K. GAYDEN
- -------------------------------- Director July 14, 1999
William K. Gayden
/s/ CARL HAHN Director July 14, 1999
- --------------------------------
Carl Hahn
/s/ ROSS PEROT, JR. Director July 12, 1999
- --------------------------------
Ross Perot, Jr.
</TABLE>
II-5
<PAGE> 14
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Terry Ashwill and Peter A. Altabef his true and lawful attorney-in-fact
and agent 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 sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent 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 or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROSS PEROT Chairman of the Board, President, July 14, 1999
- -------------------------------- and Chief Executive Officer
Ross Perot
/s/ TERRY ASHWILL Vice President, Chief Financial Officer, July 14, 1999
- -------------------------------- and Principal Accounting Officer
Terry Ashwill
/s/ JAMES CHAMPY Vice President and Director July 12, 1999
- --------------------------------
James Champy
/s/ STEVEN BLASNIK Director July 14, 1999
- --------------------------------
Steven Blasnik
/s/ WILLIAM K. GAYDEN
- -------------------------------- Director July 14, 1999
William K. Gayden
/s/ CARL HAHN Director July 14, 1999
- --------------------------------
Carl Hahn
/s/ ROSS PEROT, JR. Director July 12, 1999
- --------------------------------
Ross Perot, Jr.
</TABLE>
II-6
<PAGE> 15
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- -------- -----------------------
5.1 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in Part II of this registration statement)
II-7
<PAGE> 1
EXHIBITS 5.1 AND 23.1
[Hughes & Luce, L.L.P. Letterhead]
July 14, 1999
Perot Systems Corporation
12404 Park Central Drive
Dallas, Texas 75251
Ladies and Gentlemen:
We have acted as counsel to Perot Systems Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 1,404,000 shares
(the "Shares") of the Company's Class A common stock, par value $.01 per share,
as described in the Registration Statement of the Company on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts, or copies of such documents, records, and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth below. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized, or certified copies.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and are validly issued, fully paid, and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement.
We also consent to the reference to this firm as having passed on the validity
of such Shares under the caption "Legal Matters" in the prospectus that
constitutes a part of the Registration Statement. In giving this consent, we do
not admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
HUGHES & LUCE, L.L.P.
II-8
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated March 4, 1999 relating to the
financial statements and financial statement schedule, which appear in Perot
Systems Corporation's Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
July 13, 1999
