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REGISTRATION NO. 333-70267
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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)
1999 EMPLOYEE STOCK PURCHASE PLAN/NON-US
1999 EMPLOYEE STOCK PURCHASE PLAN/US
(FORMERLY 1999 EMPLOYEE STOCK PURCHASE 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)
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement No.
333-70267 (the "Registration Statement") of Perot Systems Corporation, a
Delaware corporation (the "Company") is filed by the Company to reflect the
amendment and restatement of the 1999 Employee Stock Purchase Plan to comprise
(i) 1999 Employee Stock Purchase Plan/Non-US and (ii) 1999 Employee Stock
Purchase Plan/US.
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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"); and
(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
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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.
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)
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24 Power of Attorney (incorporated by reference to Exhibit 24 to
the Company's Registration Statement on Form S-8, Registration
No. 333-70267)
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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 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
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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 25th day of February,
2000.
PEROT SYSTEMS CORPORATION
By: /s/ Peter Altabef
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Name: Peter Altabef
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Title: Vice President, General
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Counsel and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 25th day of February, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ROSS PEROT* Chairman, President, and Chief Executive Officer February 25, 2000
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Ross Perot
/s/ TERRY ASHWILL* Vice President, Chief Financial Officer, and February 25, 2000
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Terry Ashwill Principal Accounting Officer
/s/ JAMES CHAMPY* Vice President and Director February 25, 2000
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James Champy
/s/ STEVEN BLASNIK* Director February 25, 2000
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Steven Blasnik
/s/ WILLIAM K. GAYDEN* Director February 25, 2000
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William K. Gayden
/s/ CARL HAHN* Director February 25, 2000
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Carl Hahn
/s/ ROSS PEROT, JR.* Director February 25, 2000
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Ross Perot, Jr.
</TABLE>
* By: /s/ PETER ALTABEF
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Peter A. Altabef
as Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 Form of Rights Agreement (incorporated by reference to Exhibit
4.2 to Amendment No. 2 to the Company's Registration Statement
on Form S-1, Registration No. 333-60755)
4.2 Form of Certificate of Designation, Preferences, and Rights of
Series A Junior Participating Preferred Stock (incorporated by
reference to Exhibit 4.3 to Amendment No. 2 to the Company's
Registration Statement on Form S-1, Registration No.
333-60755)
5* Opinion of 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. 333-70267)
</TABLE>
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*Filed herewith
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EXHIBIT 5
[HUGHES & LUCE, L.L.P. LETTERHEAD]
February 25, 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. 333-70267 on Form
S-8 (the "Registration Statement") which the Company intends to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the Company's Class A Common Stock, par
value $.01 per share (the "Common Stock"), which may be distributed in
accordance with the Company's 1999 Employee Stock Purchase/Non-US Plan and its
1999 Employee Stock Purchase Plan/US (which plans were formerly the 1999
Employee Stock Purchase Plan) (collectively, the "Plans").
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.
EXHIBIT 5
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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 (333-70267) 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/ PricewaterhouseCoopers LLP
Dallas, Texas
February 25, 2000
EXHIBIT 23.1
