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Registration No. 333-30401
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
12404 PARK CENTRAL DRIVE
DALLAS, TEXAS 75251
(Address, Including Zip Code, of Registrant's Principal Executive Office)
1991 STOCK OPTION PLAN, RESTRICTED STOCK PLAN
1996 ADVISOR AND CONSULTANT STOCK OPTION/
RESTRICTED STOCK INCENTIVE PLAN
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION/
RESTRICTED STOCK INCENTIVE PLAN
ADVISOR STOCK OPTION/RESTRICTED STOCK INCENTIVE PLAN
(Full Title of the Plans)
PETER A. ALTABEF
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PEROT SYSTEMS CORPORATION
12404 PARK CENTRAL DRIVE
DALLAS, TEXAS 75251
(972) 340-5000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $.01 per 60,000,000(2) (3) (3) (3)
share(1)
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(1) An aggregate of 74,000,000 shares of Common Stock are issuable pursuant
to the 1991 Stock Option Plan, the Restricted Stock Plan, the 1996
Advisor and Consultant Stock Option/Restricted Stock Incentive Plan,
and the Advisor Stock Option/Restricted Stock Incentive Plan and
800,000 shares of Common Stock are issuable pursuant to the 1996
Non-Employee Director Stock Option/Restricted Stock Incentive Plan.
(2) Includes 30,000,000 shares of Common Stock originally registered
pursuant to the Company's Registration Statement on Form S-8 (File No.
333-30401) as filed with the Securities and Exchange Commission on June
30, 1997, and 30,000,000 shares of Common Stock hereby registered
pursuant to Rule 416(b) under the Securities Act of 1933, as amended,
in connection with the Registrant's stock dividend of one share of
Common Stock for each share of Common Stock outstanding on January 5,
1999.
(3) The registration fee was paid and the information relating to its
calculation was previously provided with the Company's Registration
Statement on Form S-8 (File No. 333-30401) as filed with the Securities
and Exchange Commission on June 30, 1997.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement No.
333-30401 (the "Registration Statement") of Perot Systems Corporation, a
Delaware corporation (the "Company") is filed by the Company pursuant to Rule
416(b) under the Securities Act of 1933, as amended, to reflect the increase in
the number of shares of the Company's Class A common stock, $.01 par value,
registered under the Registration Statement as the result of a two-for-one stock
split effected pursuant to a stock dividend of one share of common stock for
each share of common stock outstanding on January 5, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Perot Systems Corporation (the
"Company") are incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1998 (the "Annual Report");
(2) All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year
covered by the Annual Report; and
(3) The description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A (File No. 001-14773) filed
with the Commission on January 21, 1999 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of
updating such description; and
(4) The description of Rights to Purchase Series A and Series B
Junior Participating Preferred Stock associated with the Common
Stock set forth in the Company's Registration Statement on Form
8-A (File No. 000-22495) filed with the Commission on February
18, 1999 pursuant to Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws provide that officers and directors who are made a
party to or are threatened to be made a party to or 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 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.
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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 Hughes & Luce, L.L.P., regarding the legality of the
securities being registered
23.1* Consent of PricewaterhouseCoopers LLP
23.2* Consent of Hughes & Luce, L.L.P. (included in the opinion filed as
Exhibit 5 hereto)
24 Power of Attorney (incorporated by reference to Exhibit 24 to the
Company's Registration Statement on Form S-8, Registration No.
333-30401)
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*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
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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 a 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)(l)(i) and (a)(l)(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 being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question 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, the
Registrant 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 10th day of February,
2000.
PEROT SYSTEMS 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 indicated on this 10th day of February, 2000.
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SIGNATURE TITLE DATE
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/s/ ROSS PEROT Chairman, President, and Chief Executive February 10, 2000
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Ross Perot
/s/ TERRY ASHWILL Vice President, Chief Financial Officer, February 10, 2000
- ---------------------------------------- and Principal Accounting Officer
Terry Ashwill
/s/ JAMES CHAMPY Vice President and Director February 10, 2000
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James Champy
/s/ STEVEN BLASNIK Director February 10, 2000
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Steven Blasnik
/s/ WILLIAM K. GAYDEN Director February 10, 2000
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William K. Gayden
/s/ CARL HAHN Director February 10, 2000
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Carl Hahn
/s/ ROSS PEROT, JR. Director February 10, 2000
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Ross Perot, Jr.
*By:
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Terry Ashwill as Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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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 Hughes & Luce, L.L.P., regarding the legality of the
securities being registered
23.1* Consent of PricewaterhouseCoopers LLP
23.2* Consent of Hughes & Luce, L.L.P. (included in the opinion filed as
Exhibit 5 hereto)
24 Power of Attorney (incorporated by reference to Exhibit 24 to the
Company's Registration Statement on Form S-8, Registration No.
333-30401)
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*Filed herewith
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Exhibit 5
[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 filing of
Post-Effective Amendment No. 1 to Registration Statement No. 333-30401 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"), to register, pursuant to Rule 416(b) under the
Securities Act, an additional 30,000,000 shares of the Company's Class A Common
Stock, par value $.01 per share (the "Common Stock"), which may be distributed
in accordance with the Company's 1991 Stock Option Plan, Restricted Stock Plan,
1996 Advisor and Consultant Stock Option/Restricted Stock Incentive Plan, 1996
NonEmployee Director Stock Option/Restricted Stock Incentive Plan, and Advisor
Stock Option/Restricted Stock Incentive Plan (collectively, the "Plans"), as the
result of a two-for-one stock split effected pursuant to a stock dividend of one
share of Common Stock for each share of Common Stock outstanding on January 5,
1999.
We have examined a copy of the Registration Statement (including the
exhibits thereto), the related Prospectuses (the "Prospectuses") and the Plans.
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.
We hereby advise you that in our opinion the original issue shares of
Common Stock issuable pursuant to the Plans, when duly authorized and issued as
contemplated by the Registration Statement, the related Prospectuses and the
Plans, will be validly issued, fully paid and nonassessable.
We are members of the Bar of the State of Texas and do not express any
opinion herein concerning any law other than the General Corporation Law of the
State of Delaware.
We 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.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No.1) 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.
/s/ Pricewaterhouse Coopers LLP
Dallas, Texas
February 10, 2000
