S-8 1 f65952s-8.txt FORM S-8 1 As Filed with The Securities and Exchange Commission on September 29, 2000 Registration No. 333-_____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------------- PEOPLESOFT, INC. (Exact name of registrant as specified in its charter) Delaware 68-0137069 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization)
4460 Hacienda Drive Pleasanton, California 94588 (Address of Principal Executive Offices) (Zip Code) --------------- AMENDED AND RESTATED 1989 STOCK PLAN 1992 EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plans) --------------- Craig Conway President and Chief Executive Officer PeopleSoft, Inc. 4460 Hacienda Drive, Pleasanton, California 94588 (Name and Address of Agent for Service) (925) 694-3000 (Telephone number, including area code, of agent for service) --------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE ------------- ------------- ------------ ----------------- ---------------- Common Stock, par value $.01 per share, to be issued under the Amended and Restated 1989 Stock Plan 13,547,200 shares $27.719 $375,514,836.80 $ 99,135.92 Common Stock, par value $.01 per share, to be issued under the 1992 Employee Stock Purchase Plan 4,064,160 shares $27.719 $112,654,451.04 $ 29,740.78 ------------------------------------------------------------------------------------------------------- Total 17,611,360 shares $488,169,287.84 $128,876.70 =======================================================================================================
(1) For the sole purpose of calculating the registration fee, the number of shares to be registered under this Registration Statement is the number of additional shares authorized to be issued under the Amended and Restated 1989 Stock Plan and the 1992 Employee Stock Purchase Plan. (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the total registration fee. Computation based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on September 22, 2000 because the exercise prices for the options to be granted in the future and the prices at which shares will be purchased in the future are not currently determinable. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT PeopleSoft, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): a) The contents of its Registration Statement on Form S-8 (SEC file no. 333-08575) as filed with the SEC on July 19, 1996. b) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 as filed with the SEC on March 30, 2000. c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 as filed with the SEC on August 14, 2000. All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 8. Exhibits
EXHIBIT NUMBER EXHIBIT ------ ------- 4.1 Certificate of Amendment to Certificate of Incorporation of Registrant, as filed with the Secretary of State of the State of Delaware on July 3, 1997 (incorporated by reference to Exhibit 3.3 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997). 4.2 Certificate of Amendment to Certificate of Incorporation of PeopleSoft, Inc., as filed with the Secretary of State of the State of Delaware on June 29, 1998. (incorporated by reference to Exhibit 3.4 filed with PeopleSoft, Inc.'s Registration Statement on From S-4 (333-91111) filed with the Securities and Exchange Commission on November 17, 1999). 4.3 Certificate of Designation as filed with the Secretary of State of the State of Delaware on March 24, 1998 (incorporated by reference to Exhibit 3.4 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997). 4.4 Bylaws of Registrant as amended through December 31, 1998 (incorporated by reference to Exhibit 3.5 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998). 4.5 Amendments to the Bylaws of Registrant dated March 4, 1999, April 7, 1999 and February 3, 2000 (incorporated by reference to Exhibit 3.7 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). 4.6 First Amended and Restated Preferred Shares Rights Agreement dated December 16, 1997 (incorporated by reference to Exhibit 1 filed with the Registrant's Form 8-A/A filed with the Securities and Exchange Commission on March 25, 1998). 5 Opinion and consent of Counsel as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Counsel is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page 3 of this Registration Statement. 99.1 Amended and Restated 1989 Stock Option Plan (as amended March 8, 2000) 99.2 1992 Employee Stock Purchase Plan (as amended on January 31, 2000)
2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Pleasanton, State of California, on this 29th day of September 2000. PEOPLESOFT, INC. By: /s/ Stephen F. Hill --------------------------------- Stephen F. Hill Sr. Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of PeopleSoft, Inc., a Delaware corporation, do hereby constitute and appoint Craig Conway, Stephen F. Hill and Anne Jordan, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. 3 4 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ DAVID A. DUFFIELD Chairman of the Board of Directors September 29, 2000 ------------------------ David A. Duffield /s/ ANEEL BHUSRI Vice Chairman of the Board of September 29, 2000 ------------------------ Directors Aneel Bhusri /s/ CRAIG CONWAY President, Chief Executive Officer and September 29, 2000 ------------------------ Director Craig Conway (Principal Executive Officer and Director) /s/ STEPHEN F. HILL Sr. Vice President and Chief September 29, 2000 ------------------------ Financial Officer Stephen F. Hill (Principal Financial and Accounting Officer) Director September 29, 2000 ------------------------ A. George Battle /s/ STEVE GOLDBY Director September 29, 2000 ------------------------ Steve Goldby /s/ GEORGE J. STILL, JR. Director September 29, 2000 ------------------------ George J. Still, Jr. /s/ CYRIL J. YANSOUNI Director September 29, 2000 ------------------------ Cyril J. Yansouni
4 5 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT ------ ------- 4.1 Certificate of Amendment to Certificate of Incorporation of Registrant, as filed with the Secretary of State of the State of Delaware on July 3, 1997 (incorporated by reference to Exhibit 3.3 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997). 4.2 Certificate of Amendment to Certificate of Incorporation of PeopleSoft, Inc., as filed with the Secretary of State of the State of Delaware on June 29, 1998. (incorporated by reference to Exhibit 3.4 filed with PeopleSoft, Inc.'s Registration Statement on From S-4 (333-91111) filed with the Securities and Exchange Commission on November 17, 1999). 4.3 Certificate of Designation as filed with the Secretary of State of the State of Delaware on March 24, 1998 (incorporated by reference to Exhibit 3.4 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997). 4.4 Bylaws of Registrant as amended through December 31, 1998 (incorporated by reference to Exhibit 3.5 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998). 4.5 Amendments to the Bylaws of Registrant dated March 4, 1999, April 7, 1999 and February 3, 2000 (incorporated by reference to Exhibit 3.7 filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999). 4.6 First Amended and Restated Preferred Shares Rights Agreement dated December 16, 1997 (incorporated by reference to Exhibit 1 filed with the Registrant's Form 8-A/A filed with the Securities and Exchange Commission on March 25, 1998). 5 Opinion and consent of Counsel as to legality of securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Counsel is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page 3 of this Registration Statement. 99.1 Amended and Restated 1989 Stock Option Plan (as amended on March 8, 2000) 99.2 1992 Employee Stock Purchase Plan (as amended on January 31, 2000)