<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 1999
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PEROT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7374 75-2230700
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
</TABLE>
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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)
TERRY ASHWILL
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PEROT SYSTEMS CORPORATION
12404 PARK CENTRAL DRIVE
DALLAS, TEXAS 75251
(972) 340-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
<TABLE>
<S> <C>
ALAN J. BOGDANOW BRUCE K. DALLAS
GLEN J. HETTINGER DAVIS POLK & WARDWELL
HUGHES & LUCE, L.L.P. 450 LEXINGTON AVENUE
1717 MAIN STREET, SUITE 2800 NEW YORK, NEW YORK 10017
DALLAS, TEXAS 75201 (212) 450-4000
(214) 939-5500
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [X] 333-60755
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of earlier effective registration statement for
the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED OFFERING PRICE(1) FEE(2)
<S> <C> <C>
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Class A Common Stock, $.01 par value........................ $119,600,000 $1,278
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
(2) $115,000,000 of shares were registered under SEC File No. 333-60755, for
which a filing fee of $33,925 was paid.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed pursuant to Rule 462(b) and General
Instruction V of Form S-1, both promulgated under the Securities Act of 1933, as
amended, hereby incorporates by reference the contents of the Registration
Statement on Form S-1 (File No. 333-60755) filed on August 5, 1998, as amended
by Amendment No. 1 filed on November 17, 1998, Amendment No. 2 filed on January
7, 1999, Amendment No. 3 filed on January 28, 1999, Amendment No. 4 filed
January 29, 1999, and Amendment No. 5 filed February 1, 1999.
<PAGE> 3
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
5.1 -- Opinion of Hughes & Luce, L.L.P., counsel for Registrant.*
23.1 -- Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1).*
23.2 -- Consent of PricewaterhouseCoopers LLP.*
24 -- Power of Attorney.**
</TABLE>
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* Filed herewith.
** Previously filed.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 February 1, 1999.
PEROT SYSTEMS CORPORATION
a Delaware corporation
By: /s/ TERRY ASHWILL
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Name: Terry Ashwill
Title: Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* Chairman, President and Chief February 1, 1999
- ----------------------------------------------------- Executive Officer
Ross Perot
/s/ TERRY ASHWILL Vice President, Chief February 1, 1999
- ----------------------------------------------------- Financial Officer, and
Terry Ashwill Principal Accounting Officer
* Vice President and Director February 1, 1999
- -----------------------------------------------------
James Champy
* Director February 1, 1999
- -----------------------------------------------------
Steven Blasnik
* Director February 1, 1999
- -----------------------------------------------------
William K. Gayden
* Director February 1, 1999
- -----------------------------------------------------
Carl Hahn
* Director February 1, 1999
- -----------------------------------------------------
Ross Perot, Jr.
*By: /s/ TERRY ASHWILL
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Terry Ashwill
Attorney-in-fact
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
5.1 -- Opinion of Hughes & Luce, L.L.P., counsel for Registrant.*
23.1 -- Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1
hereof).*
23.2 -- Consent of PricewaterhouseCoopers LLP.*
24 -- Power of Attorney.**
</TABLE>
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* Filed herewith.
** Previously filed.
<PAGE> 1
EXHIBIT 5.1
OPINION AND CONSENT OF HUGHES & LUCE, L.L.P.
[HUGHES & LUCE, L.L.P. LETTERHEAD]
February 1, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
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 "Act"), of 7,475,000 shares of the
Company's Class A common stock, par value $0.01 per share (the "Common Stock"),
as described in the Registration Statement of the Company on Form S-1 (No.
333-60755) as supplemented by a subsequent registration statement filed pursuant
to Rule 426(b) under the Act (together, the "Registration Statement") filed with
the Securities and Exchange Commission. Upon effectiveness, the Company proposes
to sell such shares to the underwriters (the "Underwriters") listed in the final
Prospectus (the "Prospectus") that forms a part of the Registration Statement.
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 herein. 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 Common Stock, when
issued and sold to the Underwriters as described in the Registration Statement,
will be 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
the Common Stock under the caption "Legal Matters" in the Prospectus. 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 Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ HUGHES & LUCE, L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-1 of
our reports dated December 18, 1998 (except for Note 18 as to which the date is
January 7, 1999), and March 25, 1998, on our audits of the consolidated
financial statements and financial statement schedule, respectively, of Perot
Systems Corporation and Subsidiaries. We also consent to the references to our
firm under the captions "Experts", "Summary Consolidated Financial Data" and
"Selected Consolidated Financial Data."
/s/ PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
February 1, 1999
