<PAGE> 1
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------
PEROT SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-2230700
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
12377 MERIT DRIVE, SUITE 1100
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 Plan)
PETER ALTABEF
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
PEROT SYSTEMS CORPORATION
12377 MERIT DRIVE, SUITE 1100
DALLAS, TEXAS 75251
(972) 383-5600
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share(2) 30,000,000 2.32(1) $69,693,124(1) $21,120(1)
========================================================================================================================
</TABLE>
(1) Estimated solely for calculating the registration fee and calculated
pursuant to Rule 457(h) under the Securities Act of 1933, with respect
to 17,620,738 shares of Common Stock subject to options, the
registration fee is based on the exercise prices which range from $.50
to $6.75 per share and with respect to the remaining 12,379,262 shares
of Common Stock the registration fee is based on the book value per
share.
(2) An aggregate of 37,000,000 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 400,000
shares of Common Stock are issuable pursuant to the 1996 Non-Employee
Director Stock Option/Restricted Stock Incentive Plan.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form 10 (file no. 0-22495), as amended,
and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1997 filed with the Securities and Exchange Commission by Perot Systems
Corporation (the "Company") are hereby incorporated by reference in this
Registration Statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 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.
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as an
officer or director of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that such officer or director
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings, had
no reasonable cause to believe his conduct was illegal. A Delaware corporation
may indemnify officers and directors against expenses (including attorneys'
fees) in connection with the defense or settlement of an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
(including attorneys' fees) which such officer or director actually and
reasonably incurred in connection therewith.
Article VIII of the Certificate of Incorporation of the Company provides
for the elimination of personal liability of its directors for monetary damages
for breach of fiduciary duty as a director, except as otherwise provided by the
DGCL.
A director of the Company may not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. The provisions of the Certificate of Incorporation eliminating the
liability of directors for monetary damages do not affect the standard of
conduct to which directors must adhere, nor do such provisions affect the
availability of equitable relief. In addition, such limitations on personal
liability do not affect the availability of monetary damages under causes of
action based on federal law.
2
