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REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-----------------
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)
12404 PARK CENTRAL
DALLAS, TEXAS 75251
(Address, Including Zip Code, of Registrant's Principal Executive Office)
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
PETER ALTABEF
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
PEROT SYSTEMS CORPORATION
12404 PARK CENTRAL
DALLAS, TEXAS 75251
(972) 340-5000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
TITLE OF AMOUNT TO PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED MAXIMUM MAXIMUM REGISTRATION FEE
BE REGISTERED OFFERING PRICE AGGREGATE
PER SHARE OFFERING PRICE
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<S> <C> <C> <C> <C>
Class A Common Stock, par value 20,000,000 $1.68(1) $33,200,000 $9,345(1)
$.01 per share
============================================================================================================================
</TABLE>
(1) Estimated solely for calculating the registration fee and calculated
pursuant to Rule 457(h) under the Securities Act of 1933, with respect to
20,000,000 shares of Common Stock subject to options, the registration
fee is based on the book value of such securities computed as of
September 30, 1998, the latest practicable date prior to the date of
filing this registration statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
by Perot Systems Corporation (the "Company") are hereby incorporated by
reference in this Registration Statement:
(a) The Annual Report on Form 10-K for the fiscal year ended December 31,
1997 (the "Annual Report"),
(b) The Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998,
(c) The description of the Company's Class A Common Stock, $.01 par value
per share (the "Common Stock"), set forth in the Company's
Registration Statement on Form 10 (File No. 0-22495), filed with the
Commission on April 30, 1997, including any amendment or report filed
for the purpose of updating such description, and
(d) All reports filed by the Company pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act 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.
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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.
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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
4.1 Form of Rights Agreement (incorporated by reference to Exhibit 4.2 to
Amendment No. 2 to the Company's Registration Statement on Form S-1,
Registration No. 333-60755)
4.2 Form of Certificate of Designation, Preferences, and Rights of Series
A Junior Participating Preferred Stock (incorporated by reference to
Exhibit 4.3 to Amendment No. 2 to the Company's Registration
Statement on Form S-1, Registration No. 333-60755)
*5 Opinion of Peter Altabef, General Counsel to the Company, regarding
legality of the securities being registered
*23.1 Consent of PricewaterhouseCoopers LLP
*23.2 Consent of Peter Altabef (included in his opinion filed as Exhibit 5
hereto)
*24 Power of Attorney
* Filed herewith
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.
(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
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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 7th day of
January, 1999.
PEROT SYSTEMS CORPORATION
By /s/ ROSS PEROT
--------------------------------------
Name: Ross Perot
Title: Chairman, President, and Chief Executive Officer
By /s/ TERRY ASHWILL
--------------------------------------
Name: Terry Ashwill
Title: Vice President, Chief Financial Officer and
Principal Accounting Officer
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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 7th day of January, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> /s/ ROSS PEROT <C>
------------------------------------ Chairman, President and Chief Executive Officer
Ross Perot
/s/ TERRY ASHWILL
------------------------------------ Vice President, Chief Financial Officer and Principal
Terry Ashwill Accounting Officer
/s/ JAMES CHAMPY
------------------------------------ Vice President and Director
James Champy
/s/ STEVEN BLASNIK
------------------------------------ Director
Steven Blasnik
/s/ WILLIAM GAYDEN
------------------------------------ Director
William Gayden
/s/ CARL HAHN
------------------------------------ Director
Carl Hahn
/s/ ROSS PEROT, JR.
------------------------------------ Director
Ross Perot, Jr.
</TABLE>
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\
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
<S> <C> <C>
4.1 Form of Rights Agreement (incorporated by reference to Exhibit 4.2 to
Amendment No. 2 to the Company's Registration Statement on Form S-1,
Registration No. 333-60755)
4.2 Form of Certificate of Designation, Preferences, and Rights of Series
A Junior Participating Preferred Stock (incorporated by reference to
Exhibit 4.3 to Amendment No. 2 to the Company's Registration
Statement on Form S-1, Registration No. 333-60755)
*5 Opinion of Peter Altabef, General Counsel to the Company, regarding
legality of the securities being registered
*23.1 Consent of PricewaterhouseCoopers LLP
*23.2 Consent of Peter Altabef (included in the opinion filed as Exhibit 5)
*24 Power of Attorney
</TABLE>
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* filed herewith
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EXHIBIT 5
OPINION OF COUNSEL
January 7, 1999
Perot Systems Corporation
12404 Park Central
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 20,000,000 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 1999 Employee Stock Purchase
Plan (the "Plan").
I have examined a copy of the Registration Statement (including
the exhibits thereto), the related Prospectus (the "Prospectus") and the Plan.
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.
I hereby advise you that in my opinion the original issue shares
of Common Stock issuable pursuant to the Plan, when duly authorized and issued
as contemplated by the Registration Statement, the related Prospectus and the
Plan, 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
PETER ALTABEF
<PAGE> 1
Exhibit 23.1
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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 prospectus of our report dated March
25, 1998 on our audit of the December 31, 1997 consolidated financial statements
of Perot Systems Corporation contained in its Annual Report on Form 10-K, as
filed with the Securities and Exchange Commission.
/S/ PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
January 7, 1999
<PAGE> 1
Exhibit 24
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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 1999 Employee Stock Purchase 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROSS PEROT Chairman, President, Chief Executive Officer and January 7, 1999
- ---------------------------------------- Director
Ross Perot
/s/ TERRY ASHWILL Vice President and Chief Financial Officer January 7, 1999
- ----------------------------------------
Terry Ashwill
/s/ JAMES CHAMPY Vice President and Director January 7, 1999
- ----------------------------------------
James Champy
/s/ STEVEN BLASNIK Director January 7, 1999
- ----------------------------------------
Steven Blasnik
/s/ WILLIAM GAYDEN Director January 7, 1999
- ----------------------------------------
William Gayden
/s/ CARL HAHN Director January 7, 1999
- ----------------------------------------
Carl Hahn
/s/ ROSS PEROT, JR. Director January 7, 1999
- ----------------------------------------
Ross Perot, Jr.
</TABLE>
