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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
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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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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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Class A Common Stock,
$.01 par value 25,000,000 $26.13 $653,125,000 $172,425
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(1) An indeterminate number of additional shares of Common Stock may be issued
if the anti-dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common
Stock, as reported on the New York Stock Exchange on February 18, 2000, in
accordance with Rule 457(h) promulgated under the Securities Act of 1933,
as amended.
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INCORPORATION BY REFERENCE AND EXPLANATORY NOTE
This Registration Statement (the "Registration Statement") of
Perot Systems Corporation, a Delaware corporation (the "Company") is filed by
the Company pursuant to Instruction E (Registration of Additional Securities) of
the General Instructions to Form S-8 under the Securities Act of 1933, as
amended, to reflect an increase in the number of shares of the Company's Class A
common stock, $.01 par value (the "Common Stock"), reserved for issuance under
the Company's 1991 Stock Option Plan. The Company filed a Registration Statement
on Form S-8 (File No. 333-30401) relating to 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,
and Advisor Stock Option/Restricted Stock Incentive Plan with the Securities and
Exchange Commission on June 7, 1997. This Registration Statement incorporates
the contents of the Company's Registration Statement on Form S-8 (File No.
333-30401) and all exhibits attached thereto.
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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 28th 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
POWER OF ATTORNEY
We, the undersigned officers and directors of Perot Systems
Corporation, hereby severally constitute and appoint Terry Ashwill and Peter A.
Altabef, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to the
Registration Statement, and generally to do all things in our name and behalf in
the capacities indicated below to enable Perot Systems Corporation to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
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 28th day of February, 2000.
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SIGNATURE TITLE DATE
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/s/ ROSS PEROT Chairman, President, and Chief Executive February 28, 2000
- ---------------------------------------- Officer
Ross Perot
/s/ TERRY ASHWILL Vice President, Chief Financial Officer, February 28, 2000
- ---------------------------------------- and Principal Accounting Officer
Terry Ashwill
/s/ JAMES CHAMPY Vice President and Director February 28, 2000
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James Champy
/s/ STEVEN BLASNIK Director February 28, 2000
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Steven Blasnik
/s/ WILLIAM K. GAYDEN Director February 28, 2000
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William K. Gayden
/s/ CARL HAHN Director February 28, 2000
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Carl Hahn
/s/ ROSS PEROT, JR. Director February 28, 2000
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Ross Perot, Jr.
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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 (included on page II- hereof).
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*Filed herewith
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Exhibit 5
[HUGHES & LUCE, L.L.P. LETTERHEAD]
February 28, 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 a
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"), to register under the
Securities Act, 25,000,000 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.
We have examined a copy of the Registration Statement (including the
exhibits thereto), the related Prospectus (the "Prospectus") and the Plan. 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 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 nonassessable.
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 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 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, which is incorporated by reference in its
Registration Statement on Form S-8 (No. 333-30401).
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
February 28, 2000
