10-K/A 1 f73827e10-ka.txt FORM 10-K/A 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ COMMISSION FILE NUMBER 0-20710 ----------------------------- PEOPLESOFT, INC. (Exact name of registrant as specified in its charter) DELAWARE 68-0137069 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 4460 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588 (Address of Principal Executive Offices, including Zip Code) (925) 694-3000 (Registrant's Telephone Number, including Area Code) Securities registered pursuant to Section 12(b) of the Act: NONE NONE (Title of Each Class) (Names of Each Exchange on which Registered) Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.01 PAR VALUE PER SHARE PREFERRED SHARE PURCHASE RIGHTS (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 2 The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, based upon the closing sale price of common stock on March 12, 2001 as reported on the Nasdaq National Market, was approximately $5.7 billion. Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 12, 2001 Registrant had 290,819,406 outstanding shares of common stock. AMENDMENT The registrant is filing this amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2000, originally filed with the Securities and Exchange Commission ("SEC") on April 2, 2001, solely for the purpose of inserting (1) a report from Arthur Andersen LLP with respect to the consolidated statements of income, stockholders' equity and cash flows for the year ended December 31, 1998 of The Vantive Corporation which was acquired by the registrant in an acquisition accounted for as a pooling of interests, and (2) a consent to the incorporation by reference of that report in various 1933 Act registration statements. The aforementioned documents were inadvertently omitted from the April 2, 2001 filing. Item 14(a)(3) is amended by inserting Exhibit 23.3 set forth below. In addition, a Report of Independent Public Accountants is included below as page F-2A. Items not referenced below are not amended. ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 3. Exhibits
EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.3 Consent of Arthur Andersen LLP, Independent Public Accountants.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. PEOPLESOFT, INC. By: /s/ Kevin T. Parker ------------------------------------- Kevin T. Parker Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Dated: July 2, 2001 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders of PeopleSoft, Inc.: We have audited the consolidated statement of income of The Vantive Corporation (a Delaware corporation) and subsidiaries as of December 31, 1998, and the related consolidated statements of stockholders' equity and cash flows (not presented herein) for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations of The Vantive Corporation and subsidiaries as of December 31, 1998 and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. /s/ ARTHUR ANDERSEN LLP San Jose, California December 31, 1999 F-2A 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.3 Consent of Arthur Andersen LLP, Independent Public Accountants.