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As filed with the Securities and Exchange Commission on
February 10, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PEROT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 7374 75-2230700
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
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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 principle
executive offices)
PETER A. ALTABEF
VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
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)
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COPY TO:
GLEN J. HETTINGER
HUGHES & LUCE, L.L.P.
1717 MAIN STREET, SUITE 2800
DALLAS, TEXAS 75201
(214) 939-5500
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Approximate date of commencement of proposed sale to the public: From time to
time after the effectiveness of this Registration Statement.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, 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 the earlier effective
registration statement for the same offering. [ ]
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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 the earlier effective registration statement
for the same offering. [ ]
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, check
the following box. [X]
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1)(2) share (3) price registration fee
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Class A Common Stock,
$.01 par value per share 5,000,000 $23.44 $117,187,500 $30,937.50
Rights to Purchase
Preferred Stock(2)
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(1) Pursuant to Rule 416(a) under the Securities Act, the number of shares of
common stock registered hereby is subject to adjustment to prevent dilution
resulting from stock splits, stock dividends, or similar transactions.
(2) Associated with the Class A common stock are rights to purchase Series A
Junior Participating Preferred Stock of Perot Systems Corporation (the "Series A
Preferred Stock") that will not be exercisable or evidenced separately from the
Class A common stock prior to the occurrence of certain events. No separate
consideration will be received by the Registrant for the initial issuance of the
rights to purchase the Series A Preferred Stock.
(3) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act. The maximum price per
share information is based on the average of the high and the low sale prices of
the Registrant's Class A common stock, $.01 par value per share, reported on the
New York Stock Exchange on February 9, 2000.
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 WHICH 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.
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PROSPECTUS
February 10, 2000
5,000,000 Shares
PEROT SYSTEMS CORPORATION
CLASS A COMMON STOCK
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This prospectus covers 5,000,000 shares of our Class A common stock,
par value $.01 per share, that we may issue and sell from time to time in
business combination transactions. We and the owners or controlling persons of
the businesses or assets acquired will negotiate the terms of any business
combination. We will determine the value of the shares of common stock to be
issued at prices reasonably related to market prices current either at the time
of agreement on the terms of a business combination or at or about the time of
delivery of the shares. We may also permit this prospectus to cover sales by
persons or entities who have received shares of common stock under this
prospectus and who elect to use this prospectus to cover the resale of the
shares.
We will pay all expenses of the offering. We will not pay any
underwriting discounts or commissions in connection with the issuance or sale of
any shares, although we may pay finder's fees in connection with specific
business combinations. Any person receiving a finder's fee may be deemed to be
an underwriter of the shares issued in the transaction.
Our common stock is listed on the New York Stock Exchange with the
ticker symbol: "PER." On February 9, 2000, the closing price of one share of
our Class A common stock on the New York Stock Exchange was $23.06.
BEFORE PURCHASING SHARES OF OUR COMMON STOCK YOU SHOULD CAREFULLY
REVIEW THE RISK FACTORS SECTION OF THIS PROSPECTUS, WHICH BEGINS ON PAGE 1.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is February 10, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS
INFORMATION IS AVAILABLE WITHOUT CHARGE TO SECURITY HOLDERS UPON ORAL OR WRITTEN
REQUEST TO PEROT SYSTEMS CORPORATION, 12404 PARK CENTRAL DRIVE, DALLAS, TEXAS
75251, ATTENTION: INVESTOR RELATIONS (TEL. (972) 340-5000). TO ENSURE TIMELY
DELIVERY OF THE INFORMATION, PLEASE MAKE ANY REQUEST AT LEAST FIVE DAYS BEFORE
THE DAY YOU MUST MAKE YOUR INVESTMENT DECISION. SEE "WHERE YOU CAN FIND MORE
INFORMATION."
WE HAVE NOT AUTHORIZED ANY PERSON TO PROVIDE INFORMATION OR MAKE ANY
REPRESENTATION ABOUT THIS OFFERING THAT IS NOT IN THIS PROSPECTUS. PROSPECTIVE
INVESTORS SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. THIS
PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS PROHIBITED.
INFORMATION IN THIS PROSPECTUS IS CORRECT ONLY AS OF ITS DATE, REGARDLESS OF
WHEN ANY LATER OFFER OR SALE OCCURS.
TABLE OF CONTENTS
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PAGE
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RISK FACTORS ..................................................................1
THE COMPANY ...................................................................6
SELECTED CONSOLIDATED FINANCIAL DATA ..........................................8
PLAN OF DISTRIBUTION ..........................................................8
AVAILABLE INFORMATION .........................................................9
WHERE YOU CAN FIND MORE INFORMATION ..........................................10
LEGAL MATTERS ................................................................10
EXPERTS ......................................................................11
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Our principal executive offices are located at 12404 Park Central Drive,
Dallas, Texas 75251 and our telephone number is (972) 340-5000.
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RISK FACTORS
An investment in our common stock involves a high degree of risk. In
addition to the other information in this prospectus, you should carefully
consider the following risk factors in evaluating an investment in our common
stock. This prospectus contains "forward-looking statements" about our
operations, economic performance and financial condition, including, in
particular, the likelihood of our success in developing and expanding our
business. These statements are based upon a number of assumptions and estimates
that are inherently subject to significant uncertainties and contingencies, many
of which are beyond our control, and reflect future business decisions that are
subject to change. The risks described below are not the only ones facing our
company. Additional risks that we do not yet know of or that we currently think
are immaterial may also impair our business operations. If any of the following
risks actually occur, our business, financial condition, or results of
operations could be materially and adversely affected. In such case, the trading
price of our Class A common stock could decline, and you may lose all or part of
your investment.
In addition, we specifically direct you to our public filings, which
are available from the Securities and Exchange Commission ("SEC") as described
under the captions "Available Information" and "Where You Can Find More
Information." These public filings will discuss other potential risk factors
that may arise in the future.
LOSS OF MAJOR CLIENTS COULD ADVERSELY AFFECT OUR BUSINESS
Our ten largest clients accounted for approximately 65.7% of our
revenue for the year ended December 31, 1998. For the year ended December 31,
1997, our ten largest clients accounted for approximately 64.1% of our revenue.
Only two clients, UBS and East Midlands Electricity, accounted for more than 10%
of our revenue during 1997 and 1998.
Our largest client is UBS. Approximately 27.3% of our revenue came from
services performed on behalf of UBS for the year ended December 31, 1998. For
the year ended December 31, 1997, approximately 27.2% of our revenue came from
UBS. We expect UBS to account for a substantial portion of our revenue and
earnings for the foreseeable future.
Approximately 11.7% of our revenue came from services performed on
behalf of East Midlands Electricity for the year ended December 31, 1998. For
the year ended December 31, 1997, approximately 10.2% of our revenue came from
East Midlands Electricity. In July 1998, PowerGen plc acquired East Midlands
Electricity from Dominion Resources, Inc. and East Midlands Electricity has
since terminated its agreement with us.
One of our largest clients, Harvard Pilgrim Healthcare, Inc. was placed
into temporary receivership on January 4, 2000 by the Supreme Judicial Court for
Suffolk County in Massachusetts. The Commissioner of Insurance of the
Commonwealth of Massachusetts, as temporary receiver, now oversees the
operations of this client. The receiver has broad powers over the future
operations of this client; and, accordingly, we cannot give any assurance that
our relationship with this client will continue in the future.
After UBS and East Midlands Electricity, our next eight largest
customers accounted for approximately 26.7% of our revenue in 1998. Our success
depends substantially upon the retention of UBS and a majority of our other
major clients as ongoing clients. Generally, we may lose a client as a result of
a merger or acquisition, business failure, contract expiration, or the selection
of another provider of information technology services. We cannot guarantee that
we will be able to retain long-term relationships or secure renewals of
short-term relationships with our major clients in the future.
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CHANGES IN OUR UBS RELATIONSHIP AND VARIABILITY OF PROFITS FROM UBS COULD
ADVERSELY AFFECT OUR BUSINESS
Our relationship with UBS is a long-term strategic relationship that we
formed by entering into several agreements with UBS in January 1996. These
contracts were renegotiated in April 1997 and June 1998. The April 1997
renegotiation reduced the term of the agreements from 25 years to ten years
beginning January 1997. We cannot guarantee that our current relationship with
UBS will continue on the same terms in the future.
Revenue derived from this relationship depends upon the level of
services we perform, which may vary from period to period depending on UBS's
requirements. The agreement with UBS that covers a majority of our business with
UBS entitles us to recover our costs plus an annual fee in an agreed amount with
a bonus or penalty that can cause this annual fee to vary up or down by as much
as 15%, depending on our level of performance as determined by UBS.
Determination of whether our performance merits a bonus or a penalty depends on
many subjective factors, including service quality, client satisfaction, and our
effectiveness in assisting UBS in meeting its business goals. As a result, we
cannot predict with certainty the future level of revenue or profit from our
relationship with UBS.
FAILURE TO RECRUIT, TRAIN, AND RETAIN SKILLED PERSONNEL COULD INCREASE COSTS OR
LIMIT GROWTH
We must continue to grow internally by hiring and training
technically-skilled people in order to perform services under our existing
contracts and new contracts into which we will enter. The people capable of
filling these positions are in great demand and recruiting and training such
personnel require substantial resources. We have to pay an increasing amount to
hire and retain a technically-skilled workforce. Our business also experiences
significant turnover of technically-skilled people. These factors create
variations and uncertainties in our compensation expense and directly affect our
profits. If we fail to attract, train, and retain sufficient numbers of these
technically-skilled people, our business, financial condition, and results of
operations will be materially and adversely affected.
We have issued a substantial number of options to purchase shares of
Class A common stock to our associates. We expect to continue to issue options
to our associates to reward performance and encourage retention. The exercise of
any additional options issued by us could adversely affect the prevailing market
price of the Class A common stock.
WE COULD LOSE RIGHTS TO OUR COMPANY NAME
We do not own the right to our company name. In 1988, we entered into a
license agreement with Ross Perot and the Perot Systems Family Corporation that
allows us to use the name "Perot" and "Perot Systems" in our business on a
royalty-free basis. Mr. Perot and the Perot Systems Family Corporation may
terminate this agreement at any time and for any reason. Beginning one year
following such a termination, we would not be allowed to use the names "Perot"
or "Perot Systems" in our business. Mr. Perot's or the Perot Systems Family
Corporation's termination of our license agreement could materially and
adversely affect our business, financial condition, and results of operations.
ROSS PEROT'S STOCK OWNERSHIP PROVIDES SUBSTANTIAL CONTROL OVER OUR COMPANY
Ross Perot, our Chairman, President, and Chief Executive Officer, is
the managing general partner of HWGA, Ltd., a partnership that owned 31,705,000
shares of our Class A common stock as of December 31, 1999. Mr. Perot also owns
44,000 shares of our Class A common stock directly. Accordingly, Mr. Perot,
primarily through HWGA, Ltd., controls approximately 35.0% of our outstanding
voting common stock. As a result, Mr. Perot, through HWGA, Ltd., will have the
power to
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block corporate actions such as an amendment to our Certificate of
Incorporation, the consummation of any merger, or the sale of all or
substantially all of our assets. In addition, Mr. Perot may significantly
influence the election of directors and any other action requiring shareholder
approval. The other general partner of HWGA, Ltd. is Ross Perot, Jr., a director
of our company, who has the authority to manage the partnership and direct the
voting or sale of the shares of Class A common stock held by HWGA, Ltd. if Ross
Perot is no longer the managing general partner.
LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS
Our success depends largely on the skills, experience, and performance
of some key members of our management, including our Chairman, President, and
Chief Executive Officer, Ross Perot. The loss of any key members of our
management may materially and adversely affect our business, financial
condition, and results of operations.
OUR CONTRACTS CONTAIN TERMINATION PROVISIONS AND PRICING RISKS
Many of the services we provide are critical to our clients' business.
Some of our contracts with clients permit termination in the event our
performance is not consistent with service levels specified in those contracts.
The ability of our clients to terminate contracts creates an uncertain revenue
stream. If clients are not satisfied with our level of performance, our
reputation in the industry may suffer, which may also materially and adversely
affect our business, financial condition, and results of operations.
Some of our contracts contain pricing provisions that require the
payment of a set fee by the client for our services regardless of the costs we
incur in performing these services, or provide for penalties in the event we
fail to achieve certain contract standards. In such situations, we are exposed
to the risk that we will incur significant unforeseen costs or such penalties in
performing the contract.
FAILURE TO PROPERLY MANAGE GROWTH COULD ADVERSELY AFFECT OUR BUSINESS
We have expanded our operations rapidly in recent years. We intend to
continue expansion in the foreseeable future to pursue existing and potential
market opportunities. This rapid growth places a significant demand on
management and operational resources. In order to manage growth effectively, we
must implement and improve our operational systems, procedures, and controls on
a timely basis. If we fail to implement these systems, our business, financial
condition, and results of operations will be materially and adversely affected.
WE OPERATE IN HIGHLY COMPETITIVE MARKETS
Our markets are intensely competitive. Our customers' requirements and
the technology available to satisfy those requirements continually change.
Our principal competitors include Andersen Consulting LLP, Cambridge
Technology Partners, Inc., Cap Gemini Group, Computer Sciences Corporation,
debis Systemhaus GmbH (the information technology division of DaimlerChrysler),
Electronic Data Systems Corporation, Ernst & Young LLP, IBM Global Services (a
division of International Business Machines Corporation), KPMG Peat Marwick LLP,
MCI Systemhouse, Oracle Corporation, PricewaterhouseCoopers LLP, and The SABRE
Group Holdings, Inc.
Many of these companies, as well as some other competitors, have
greater financial resources and a larger customer base than we do and may have
larger technical, sales, and marketing resources than we
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do. We expect to encounter additional competition as we address new markets and
as the computing and communications markets converge.
We must frequently compete with a client's own internal information
technology capability, which may constitute a fixed cost for the client. This
may increase pricing pressure on us. If we are forced to lower our pricing or if
demand for our services decreases, our business, financial condition, and
results of operations will be materially and adversely affected.
We compete on the basis of a number of factors, including the
attractiveness of the business strategy and services that we offer, breadth of
services we offer, pricing, technological innovation, quality of service, and
ability to invest in or acquire assets of potential customers. Some of these
factors are outside our control. We cannot be sure that we will compete
successfully against our competitors in the future. If we fail to compete
successfully against our current or future competitors with respect to these or
other factors, our business, financial condition, and results of operations will
be materially and adversely affected.
VARIABILITY OF QUARTERLY OPERATING RESULTS
We expect our revenues and operating results to vary from quarter to
quarter. Such variations are likely to be caused by many factors that are, to
some extent, outside our control, including:
o mix and timing of client projects;
o completing client projects;
o hiring, integrating, and utilizing associates;
o timing of new contracts;
o issuance of common shares and options to employees; and
o one time non-recurring and unusual charges.
Accordingly, we believe that quarter-to-quarter comparisons of
operating results for preceding quarters are not necessarily meaningful. You
should not rely on the results of one quarter as an indication of our future
performance.
CHANGES IN TECHNOLOGY COULD ADVERSELY AFFECT OUR BUSINESS
The markets for our information technology services change rapidly
because of technological innovation, new product introductions, changes in
customer requirements, declining prices, and evolving industry standards, among
other factors. New products and new technology often render existing information
services or technology infrastructure obsolete, excessively costly, or otherwise
unmarketable. As a result, our success depends on our ability to timely innovate
and integrate new technologies into our service offerings. We cannot guarantee
that we will be successful at adopting and integrating new technologies into our
service offerings in a timely manner.
Advances in technology also require us to commit substantial resources
to acquiring and deploying new technologies for use in our operations. We must
continue to commit resources to train our personnel and our clients' personnel
in the use of these new technologies. We must continue to train
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personnel to maintain the compatibility of existing hardware and software
systems with these new technologies. We cannot be sure that we will be able to
continue to commit the resources necessary to refresh our technology
infrastructure at the rate demanded by our markets.
INTELLECTUAL PROPERTY RIGHTS
In recent years, there has been significant litigation in the United
States involving patent and other intellectual property rights. We are not
currently involved in any material intellectual property litigation. We may,
however, be a party to intellectual property litigation in the future to protect
our trade secrets or know-how.
Our suppliers, clients, and competitors may have patents and other
proprietary rights that cover technology employed by us. Such persons may also
seek patents in the future. United States patent applications are confidential
until a patent is issued and most technologies are developed in secret.
Accordingly, we are not, and cannot, be aware of all patents or other
intellectual property rights of which our services may pose a risk of
infringement. Others asserting rights against us could force us to defend
ourselves or our clients against alleged infringement of intellectual property
rights. We could incur substantial costs to prosecute or defend any such
litigation and intellectual property litigation could force us to do one or more
of the following:
o cease selling or using products or services that incorporate the
challenged technology;
o obtain from the holder of the infringed intellectual property
right a license to sell or use the relevant technology; and
o redesign those services or products that incorporate such
technology.
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION, BYLAWS, AND DELAWARE LAW COULD
DETER TAKEOVER ATTEMPTS
Our Board of Directors may issue up to 5,000,000 shares of preferred
stock and may determine the price, rights, preferences, privileges, and
restrictions, including voting and conversion rights, of these shares of
preferred stock. These determinations may be made without any further vote or
action by our stockholders. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock may make it more difficult for a third party to acquire a majority of our
outstanding voting stock.
In addition, we have adopted a stockholders' rights plan. Under this
plan, after the occurrence of specified events that may result in a change of
control, our stockholders will be able to buy stock from us or our successor at
half the then current market price. These rights will not extend, however, to
persons participating in takeover attempts without the consent of our Board of
Directors or that our Board of Directors determines to be adverse to the
interests of the stockholders. Accordingly, this plan could deter takeover
attempts.
Some provisions of our Certificate of Incorporation and Bylaws and of
Delaware General Corporation Law could also delay, prevent, or make more
difficult a merger, tender offer, or proxy contest involving our company. Among
other things, these provisions:
o require a 66 2/3% vote to amend our Certificate of Incorporation
or approve any merger or sale, lease, or exchange of all or
substantially all of our property and assets;
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o require an 80% vote of the stockholders to amend our Bylaws;
o require advance notice for stockholder proposals and director
nominations to be considered at a vote of a meeting of
stockholders;
o permit only our Chairman, President, or a majority of our Board
of Directors to call stockholder meetings, unless our Board of
Directors otherwise approves;
o prohibit actions by stockholders without a meeting, unless our
Board of Directors otherwise approves; and
o limit transactions between our company and persons that acquire
significant amounts of stock without approval of our Board of
Directors.
NO DIVIDENDS
We have never declared or paid a cash dividend on our common stock. We
do not anticipate paying any cash dividends on our common stock in the
foreseeable future.
RISKS RELATED TO INTERNATIONAL OPERATIONS
We have operations in many countries around the world. Risks that
affect international operations include:
o fluctuations in currency exchange rates;
o complicated licensing and work permit requirements;
o variations in the protection of intellectual property rights;
o restrictions on the ability to convert currency; and
o additional expenses and risks inherent in conducting operations
in geographically distant locations, with customers speaking
different languages and having different cultural approaches to
the conduct of business.
To attempt to mitigate the effects of foreign currency fluctuations on
the results of our foreign operations, we sometimes use forward exchange
contracts and other hedging techniques to help protect us from large swings in
currency exchange rates.
THE COMPANY
We are a worldwide provider of information technology services and
business solutions to a broad range of clients. We serve our clients by
delivering services and solutions focused on each client's needs, with
particular emphasis on helping clients more effectively serve their customers.
We integrate three core disciplines in providing information technology
solutions and services to our clients:
o business integration;
o systems integration and applications development; and
o information technology infrastructure services.
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Business integration services include working with clients to develop
and implement business strategy, information technology strategy, process
redesign, and change management. Systems integration and applications
development include the design and implementation of information technology
systems for clients, including both custom-developed and packaged software.
Information technology infrastructure services combine information technology
outsourcing, staffing, and infrastructure management.
In marketing our services, we are primarily focused on four industries:
financial services, energy, healthcare, and travel and transportation. We target
these industries to capture the opportunities arising from these industries'
rapid rates of change, growth, and the increasing importance of information
technology in driving and managing this change and growth. We also have
significant clients in the communications and media and manufacturing industries
and continually evaluate additional industries for future growth opportunities.
Ross Perot and eight associates founded Perot Systems Corporation in
June 1988. Our principal executive offices are located at 12404 Park Central
Drive, Dallas, Texas 75251 and our telephone number is (972) 340-5000.
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SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)
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Nine Months Nine Months
Ended Ended
September 30, September 30, Year Ended December 31,
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1999 1998 1998 1997 1996 1995 1994
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STATEMENT OF OPERATIONS DATA:
Revenue ................... $ 861.4 $ 724.2 $ 993.6 $ 781.6 $ 599.4 $ 342.3 $ 292.2
Operating income .......... 75.5 42.2 61.3 17.6 41.3 20.9 10.9
Net income ................ 53.2 28.2 40.5 11.2 20.5 10.8 6.3
Basic earnings per common
share ..................... $ 0.61 $ 0.37 $ 0.53 $ 0.14 $ 0.27 $ 0.17 $ 0.10
Diluted earnings per common
share ..................... $ 0.47 $ 0.29 $ 0.42 $ 0.12 $ 0.24 $ 0.16 $ 0.09
BALANCE SHEET DATA:
Total assets .............. $ 592.0 $ 390.5 $ 382.1 $ 267.1 $ 232.2 $ 130.5 $ 90.3
Total debt, including
current maturities ........ 0.8 2.2 1.5 2.9 5.2 6.1 10.0
Book value per common
share* .................... $ 3.89 $ 1.66 $ 1.83 $ 1.22 $ 0.89 $ 0.50 $ 0.37
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We have never declared or paid a cash dividend on our common stock.
* The effect of the Preferred Stock outstanding at December 31, 1995 and 1994
has been eliminated from this calculation. The Preferred Stock was redeemed
by the Company during 1996.
PLAN OF DISTRIBUTION
GENERAL
This prospectus relates to 5,000,000 shares of our Class A common stock
that we may offer and issue from time to time in connection with our acquisition
of other businesses, properties, or equity and/or debt securities in business
combination transactions. This prospectus will also relate to some shares of
Class A common stock that persons who acquired shares pursuant to this
prospectus may resell or reoffer.
We intend to concentrate our acquisitions in areas related to our
current business. If the opportunity arises, however, we may make acquisitions
that are either complementary to our present operations or that we consider
advantageous even though the business may not be the same as our present
activities. The consideration for any such acquisition will be determined by
negotiations between us and the owners or controlling persons of the acquired
businesses or assets. We expect that the shares of Class A common stock issued
in any acquisition will be valued at a price reasonably related to the market
value of the Class A common stock either at the time we agree on the terms of an
acquisition or at the time of delivery of the shares.
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We do not expect to pay underwriting discounts or commissions in
connection with the issuance of shares of Class A common stock under this
prospectus. However, we may pay finders' fees or brokers' commissions in
connection with specific acquisitions, and these fees may be paid in shares of
Class A common stock covered by this prospectus. Any person receiving a fee may
be an underwriter within the meaning of the Securities Act of 1933.
SELLING STOCKHOLDERS
We may from time to time permit persons who receive shares of Class A
common stock in business combinations to resell their shares using this
prospectus.
These sales may be effected from time to time on the New York Stock
Exchange at prevailing prices or at negotiated prices. The selling stockholders
may also sell shares of Class A common stock in private transactions or in the
over-the-counter market at prices related to the prevailing prices of the shares
on the New York Stock Exchange.
The selling stockholders may use broker-dealers to effect these
transactions. These broker-dealers may receive compensation in the form of
underwriting discounts, concessions, or commissions from the sales. The selling
stockholders and any broker-dealers that participate in the distribution may,
under certain circumstances, be deemed to be underwriters within the meaning of
the Securities Act of 1933, and any commissions received or profits realized may
be deemed to be underwriting discounts and commissions under the Securities Act.
We and the selling stockholders may also agree to indemnify the broker-dealers
against certain liabilities under the Securities Act. In addition, we may agree
to indemnify the selling stockholders and any underwriter of the shares of Class
A common stock against certain liabilities under the Securities Act or, if
indemnity is unavailable, to contribute toward amounts required to be paid in
respect of such liabilities.
If required under the Securities Act of 1933, we will file a
supplemental prospectus disclosing the name of any selling stockholder, the name
of any broker-dealers involved in a sale, the number of shares involved, the
price at which such shares are to be sold, the commissions paid or discounts or
concessions allowed, and other facts material to the transaction.
We may agree to pay certain costs and expenses that the selling
stockholders incur in connection with the registration of their shares, but we
expect that the selling stockholders will pay all selling commissions, transfer
taxes, and related charges in connection with the offer and sale of their shares
of Class A common stock.
The selling stockholders may sell the shares of Class A common stock
offered hereby from time to time and may choose to sell less than all or none of
those shares.
AVAILABLE INFORMATION
We file annual, quarterly, special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our SEC filings are also available to
the public from the SEC's Website at "http://www.sec.gov." Our common stock is
listed on the New York Stock Exchange under the symbol "PER" and the periodic
reports, proxy statements, and other information we file with the SEC may also
be inspected at the offices of the New York Stock Exchange at 20 Broad Street,
New York, New York 10005.
9
<PAGE> 14
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below:
(1) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1998.
(2) Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999.
(3) Our Current Report on Form 8-K dated January 28, 2000.
(4) The Registration Statement of our Class A common stock on Form
8-A filed on January 21, 1999.
(5) The Registration Statement of Rights to Purchase our Series A and
Series B Junior Participating Preferred Stock on Form 8-A filed
on February 18, 1999.
In addition, this prospectus incorporates by reference any future
filings we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 from the date of the initial filing of the
registration statement that includes this prospectus until the termination of
the offering. Information in this prospectus supersedes related information in
the documents listed above and information in subsequently filed documents
supersedes related information in both this prospectus and the incorporated
documents.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
12404 Park Central Drive
Dallas, Texas 75251
Attention: Investor Relations
(972) 340-5000
This prospectus is part of a registration statement that we have filed
with the SEC. You should rely only on the information or representations
provided in this prospectus. We have not authorized nor have any of the selling
stockholders authorized anyone to provide you with different information. The
selling stockholders are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the front of
the document.
LEGAL MATTERS
The validity of the Class A common stock will be passed upon for us by
Hughes & Luce, L.L.P., Dallas, Texas. A partner in Hughes & Luce, L.L.P. is the
beneficial owner of 281,000 shares of our Class A common stock.
10
<PAGE> 15
EXPERTS
Our audited consolidated financial statements incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 1998, have been so incorporated on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.
11
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's (the "Company") 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 are
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 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 or she 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 or her 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
II-1
<PAGE> 17
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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith or incorporated herein by
reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
3.1** Amended and Restated Certificate of Incorporation
3.2** Amended and Restated Bylaws
4.1** Specimen of Class A Common Stock Certificate
4.2** Form of Rights Agreement
4.3** Form of Certificate of Designation, Preferences, and Rights
of Series A Junior Participating Preferred Stock (included
as Exhibit A-1 to the Rights Agreement)
4.4** Form of Certificate of Designation, Preferences, and Rights
of Series B Junior Participating Preferred Stock (included
as Exhibit A-2 to the Rights Agreement)
5.1* Opinion of Hughes & Luce, L.L.P., regarding legality of
securities being registered
10.1+ 1991 Stock Option Plan
10.2+ Form of Option Agreement (1991 Option Plan)
10.3+ Restricted Stock Plan
10.4+ Form of Restricted Stock Agreement (Restricted Stock Plan)
10.5+ 1996 Non-employee Director Stock Option/Restricted Stock
Plan
10.6+ Form of Restricted Stock Agreement (Non-employee Stock
Option/Restricted Stock Plan)
10.7+ Form of Option Agreement (Non-employee Stock
Option/Restricted Stock Plan)
10.8+ Advisor Stock Option/Restricted Stock Incentive Plan
10.9+ Form of Restricted Stock Option Agreement (Advisor Stock
Option/Restricted Stock Incentive Plan)
10.10+ Form of Option Agreement (Advisor Stock Option/Restricted
Stock Incentive Plan)
10.11++ Promissory Note in the principal amount of $70,000, dated
March 10, 1996, made by Joseph E. Boyd payable to the
Company
10.20+ Associate Agreement dated July 8, 1996 between the Company
and James Champy
10.21+ Restricted Stock Agreement dated July 8, 1996 between
the Company and James Champy
10.22+ Letter Agreement dated July 8, 1996 between James Champy
and the Company
II-2
<PAGE> 18
10.27+ Amended and Restated PSC Stock Option and Purchase
Agreement dated April 24, 1997 between Swiss Bank
Corporation and the Company (incorporated by reference to
Exhibit 10.30 to the Company's Form 10 dated April 30, 1997)
10.28+ Amended and Restated Master Operating Agreement dated
January 1, 1997 between Swiss Bank Corporation and the
Company (incorporated by reference to Exhibit 10.31 to the
Company's Form 10 dated April 30, 1997)
10.29+ Amended and Restated Agreement for EPI Operational
Management Services dated January 1, 1997 (incorporated by
reference to Exhibit 10.32 to the Company's Form 10 dated
April 30, 1997)
10.30** Amendment to Amended and Restated Master Operating Agreement
dated June 28, 1998 between UBS AG and the Company
10.31** Amendment to Amended and Restated Agreement for EPI
Operational Management Services dated June 28, 1998 between
Swiss Bank Corporation and the Company
10.32** 1999 Employee Stock Purchase Plan
10.33** Form of Amended and Restated 1991 Stock Option Plan
10.34** Form of Amended Stock Option Agreement
10.35++ Pledge Agreement dated May 10, 1996, between the Company
and Joseph E. Boyd
10.36** Promissory Note dated August 27, 1997 made by John E. King
in favor of the Company in the principal amount of $250,000
10.37** Pledge Agreement dated August 27, 1997 made by John E. King
in favor of the Company
10.38** Agreement dated September 26, 1997 among the Company, Ken
Scott and NationsBank of Texas, N.A. (incorporated by
reference to Exhibit 10.40 to the Company's Registration
Statement on Form S-1, Registration No. 333-60755)
10.39** Promissory Note dated September 26, 1997 made by Ken Scott
in favor of NationsBank of Texas, N.A. (incorporated by
reference to Exhibit 10.41 to the Company's Registration
Statement on Form S-1, Registration No. 333-60755)
10.40** Promissory Note dated September 26, 1997 made by Ken Scott
in favor of the Company (incorporated by reference to
Exhibit 10.42 to the Company's Registration Statement on
Form S-1, Registration No. 333-60755)
10.41*** Share Purchase Agreement dated January 14, 2000, between the
Company and UBS Capital B.V.
21.1* Subsidiaries of the Company
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 to this Registration
Statement)
27+++ Financial Data Schedule
II-3
<PAGE> 19
* Filed herewith.
** Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Registration No. 333-60755, to the exhibit of the same number
except as otherwise indicated.
*** Incorporated by reference to Exhibit 2.1 to the Registrant's Current
Report on Form 8-K dated January 28, 2000.
+ Incorporated by reference to the Registrant's Form 10, dated April 30,
1997, to the exhibit of the same number except as otherwise indicated.
++ Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, to the exhibit of the same
number except as otherwise indicated.
+++ Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1999.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which any 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 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 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 end 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.
(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) 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 the registration
II-4
<PAGE> 20
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.
(5) That, prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(6) That, every prospectus (i) that is filed pursuant to paragraph
(5) immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes 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.
(7) 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(8) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(9) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the registration statement
when it became effective.
II-5
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 10th day of February, 2000.
PEROT SYSTEMS CORPORATION
By:/s/ TERRY ASHWILL
---------------------------
Terry Ashwill
Vice President and Chief
Financial Officer
Each person whose signature appears below hereby constitutes and
appoints Terry Ashwill and Peter Altabef, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and addition 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 attorneys-in-fact and agents 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
attorneys-in-fact and agents or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ ROSS PEROT Chairman, President, and Chief February 10, 2000
- ---------------------------------------- Executive Officer
Ross Perot
/s/TERRY ASHWILL Vice President, Chief Financial February 10, 2000
- ---------------------------------------- Officer, and Principal Accounting
Terry Ashwill Officer
/s/ JAMES CHAMPY Vice President and Director February 10, 2000
- ----------------------------------------
James Champy
/s/ STEVEN BLASNIK Director February 10, 2000
- ----------------------------------------
Steven Blasnik
/s/ WILLIAM K. GAYDEN Director February 10, 2000
- ----------------------------------------
William K. Gayden
/s/ CARL HAHN Director February 10, 2000
- ----------------------------------------
Carl Hahn
/s/ ROSS PEROT, JR. Director February 10, 2000
- ----------------------------------------
Ross Perot, Jr.
</TABLE>
II-6
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
3.1** Amended and Restated Certificate of Incorporation
3.2** Amended and Restated Bylaws
4.1** Specimen of Class A Common Stock Certificate
4.2** Form of Rights Agreement
4.3** Form of Certificate of Designation, Preferences, and Rights
of Series A Junior Participating Preferred Stock (included
as Exhibit A-1 to the Rights Agreement)
4.4** Form of Certificate of Designation, Preferences, and Rights
of Series B Junior Participating Preferred Stock (included
as Exhibit A-2 to the Rights Agreement)
5.1* Opinion of Hughes & Luce, L.L.P., regarding legality of
securities being registered
10.1+ 1991 Stock Option Plan
10.2+ Form of Option Agreement (1991 Option Plan)
10.3+ Restricted Stock Plan
10.4+ Form of Restricted Stock Agreement (Restricted Stock Plan)
10.5+ 1996 Non-employee Director Stock Option/Restricted Stock Plan
10.6+ Form of Restricted Stock Agreement (Non-employee Stock
Option/Restricted Stock Plan)
10.7+ Form of Option Agreement (Non-employee Stock
Option/Restricted Stock Plan)
10.8+ Advisor Stock Option/Restricted Stock Incentive Plan
10.9+ Form of Restricted Stock Option Agreement (Advisor Stock
Option/Restricted Stock Incentive Plan)
10.10+ Form of Option Agreement (Advisor Stock Option/Restricted
Stock Incentive Plan)
10.11++ Promissory Note in the principal amount of $70,000, dated
March 10, 1996, made by Joseph E. Boyd payable to the
Company
10.20+ Associate Agreement dated July 8, 1996 between the Company
and James Champy
10.21+ Restricted Stock Agreement dated July 8, 1996 between
the Company and James Champy
10.22+ Letter Agreement dated July 8, 1996 between James Champy
and the Company
10.27+ Amended and Restated PSC Stock Option and Purchase
Agreement dated April 24, 1997 between Swiss Bank
Corporation and the Company (incorporated by reference to
Exhibit 10.30 to the Company's Form 10 dated April 30, 1997)
10.28+ Amended and Restated Master Operating Agreement dated
January 1, 1997 between Swiss Bank Corporation and the
Company (incorporated by reference to Exhibit 10.31 to the
Company's Form 10 dated April 30, 1997)
10.29+ Amended and Restated Agreement for EPI Operational
Management Services dated January 1, 1997 (incorporated by
reference to Exhibit 10.32 to the Company's Form 10 dated
April 30, 1997)
</TABLE>
<PAGE> 23
<TABLE>
<S> <C>
10.30** Amendment to Amended and Restated Master Operating Agreement
dated June 28, 1998 between UBS AG and the Company
10.31** Amendment to Amended and Restated Agreement for EPI
Operational Management Services dated June 28, 1998 between
Swiss Bank Corporation and the Company
10.32** 1999 Employee Stock Purchase Plan
10.33** Form of Amended and Restated 1991 Stock Option Plan
10.34** Form of Amended Stock Option Agreement
10.35++ Pledge Agreement dated May 10, 1996, between the Company
and Joseph E. Boyd
10.36** Promissory Note dated August 27, 1997 made by John E. King
in favor of the Company in the principal amount of $250,000
10.37** Pledge Agreement dated August 27, 1997 made by John E. King
in favor of the Company
10.38** Agreement dated September 26, 1997 among the Company, Ken
Scott and NationsBank of Texas, N.A. (incorporated by
reference to Exhibit 10.40 to the Company's Registration
Statement on Form S-1, Registration No. 333-60755)
10.39** Promissory Note dated September 26, 1997 made by Ken Scott
in favor of NationsBank of Texas, N.A. (incorporated by
reference to Exhibit 10.41 to the Company's Registration
Statement on Form S-1, Registration No. 333-60755)
10.40** Promissory Note dated September 26, 1997 made by Ken Scott
in favor of the Company (incorporated by reference to
Exhibit 10.42 to the Company's Registration Statement on
Form S-1, Registration No. 333-60755)
10.41*** Share Purchase Agreement dated January 14, 2000, between the
Company and UBS Capital B.V.
21.1* Subsidiaries of the Company
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 to this Registration
Statement)
27+++ Financial Data Schedule
</TABLE>
* Filed herewith.
** Incorporated by reference to the Registrant's Registration Statement on
Form S-1, Registration No. 333-60755, to the exhibit of the same number
except as otherwise indicated.
*** Incorporated by reference to Exhibit 2.1 to the Registrant's Current
Report on Form 8-K dated January 28, 2000.
+ Incorporated by reference to the Registrant's Form 10, dated April 30,
1997, to the exhibit of the same number except as otherwise indicated.
++ Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998, to the exhibit of the same
number except as otherwise indicated.
+++ Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1999.
<PAGE> 1
EXHIBIT 5.1
[HUGHES & LUCE, L.L.P. LETTERHEAD]
February 10, 2000
Perot Systems Corporation
12404 Park Central Drive
Dallas, Texas 75251
Ladies and Gentlemen:
We have acted as special 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 5,000,000 shares of the
Company's Class A Common Stock, par value $.01 per share (the "Common Stock"),
as described in the Shelf Registration Statement of the Company on Form S-4 (the
"Registration Statement") filed with the Securities and Exchange Commission.
We have examined a copy of the Registration Statement (including the
exhibits thereto). In addition, we have examined, and have relied as to matters
of fact upon, the originals or copies, certified or otherwise identified to our
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 we have deemed relevant and necessary as a basis for
the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based on the foregoing, we are of the opinion that the Common Stock,
when issued and delivered against receipt by the Company of the agreed
consideration therefor, will be validly issued, fully paid and nonassessable,
provided that each such issuance is duly authorized by the Board of Directors of
the Company, or a duly authorized committee thereof, for consideration (not less
than the par value of the Common Stock) fixed by the Board of Directors of the
Company, or committee thereof, and determined to be adequate.
We are members of the Bar of the State of Texas and we do not express
any opinion herein concerning any law other than the General Corporation Law of
the State of Delaware.
We consent to the reference to this firm as having passed on the
validity of such shares of Common Stock 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 Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
We also hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement.
Very truly yours,
/S/ HUGHES & LUCE, L.L.P.
<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
JURISDICTION OF
SUBSIDIARY INCORPORATION
<S> <C>
Applewhite & Gittleson California
Benton International, Inc. California
Deutsche Perot Systems GmbH Germany
Icarus Consulting A.G. Switzerland
Icarus Consulting GmbH Germany
perot.com inc. Delaware
Perot Systems A.G. Switzerland
Perot Systems Asia Pacific Pte Ltd. Singapore
Perot Systems, B.V. The Netherlands
Perot Systems (Canada) Corporation Canada
Perot Systems Communication Services, Inc. Delaware
Perot Systems Europe (Energy Services) Limited United Kingdom
Perot Systems Europe Limited United Kingdom
Perot Systems Financial Services Corporation Delaware
Perot Systems Healthcare Services Corporation Delaware
Perot Systems Holdings Pte Ltd. Singapore
Perot Systems International, Inc. Delaware
Perot Systems Investments B.V. The Netherlands
Perot Systems Investments Limited United Kingdom
Perot Systems Investments No. 2 Limited United Kingdom
Perot Systems (Japan) Ltd. Japan
Perot Systems Luxembourg S.a.r.l. Luxembourg
Perot Systems Monaco S.A.M. Monaco
Perot Systems S.A. France
Persys Ireland Limited Ireland
PS Information Resource (Ireland) Limited Ireland
PSC Government Services Corporation Delaware
PSC Health Care, Inc. Delaware
RothWell International, Inc. Texas
Security Services, Inc. d/b/a Park Central Security Services, Inc. Delaware
Stamos Associates Inc. California
Syllogic Ireland Limited Ireland
Syllogic B.V. The Netherlands
The Technical Resource Connection, Inc. Delaware
</TABLE>
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Perot Systems Corporation 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
February 10, 2000
