-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VcZFaAvuC8VXW1WeXgw4Ak9Q3L/bTNqlHVazuIHEiez3qUm+v90keZLQxjXP32RL rhM5a3bvbYYaLViwTP2+2Q== 0000891618-01-501511.txt : 20010703 0000891618-01-501511.hdr.sgml : 20010703 ACCESSION NUMBER: 0000891618-01-501511 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010702 EFFECTIVENESS DATE: 20010702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLESOFT INC CENTRAL INDEX KEY: 0000875570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680137069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64426 FILM NUMBER: 1673988 BUSINESS ADDRESS: STREET 1: 4460 HACIENDA DR POST OFFICE BOX 8015 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5102253000 MAIL ADDRESS: STREET 1: 4440 ROSEWOOD DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-3031 S-8 1 f73709s-8.txt FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 2001 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) ---------------------- SKILLSVILLAGE 1999 STOCK 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 Proposed Maximum Maximum Offering Aggregate Amount of Amount to be Price Offering Price Registration Title of Securities to be Registered Registered (1) per Share (2) (2) Fee - ------------------------------------ -------------- ------------- -------------- ------------ Common Stock, par value $.01 per 130,936 shares $ 9.93 $ 1,300,194 $ 325 share, to be issued under the SkillsVillage 1999 Stock Plan =====================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the SkillsVillage Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of PeopleSoft, Inc. Common Stock. (2) Calculation solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the maximum offering price per share as such options may be exercised. ================================================================================ 2 INTRODUCTION This Registration Statement on Form S-8 is filed by PeopleSoft, Inc., a Delaware corporation (the "Company," "Corporation" or the "Registrant"), relating to 130,936 shares of its common stock, par value $0.01 per share (the "Common Stock"), issuable to eligible employees of the Company under the SkillsVillage 1999 Stock Plan, as assumed by the Company. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS Item 1. Plan information Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8. Item 2. Registrant information and employee plan annual information Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference 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 Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 as filed with the SEC on April 2, 2001, as amended by the Form 10-K/A as filed with the SEC on July 2, 2001. (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 as filed with the SEC on May 15, 2001. (c) The description of the Registrant's Common Stock to be offered hereby contained in the Registrant's Registration Statement on Form 8-A dated October 7, 1992, including any amendment or report filed for the purpose of updating such description. (d) The description of the Registrant's Preferred Share Purchase Rights contained in its Registration Statement on Form 8-A/A filed with the Commission on March 25, 1998 including any amendment or report filed for the purpose of updating such description. 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 4. Description of Securities Not Applicable. 3 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 authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933 (the "1933 Act"). As permitted by the Delaware General Corporation Law, the Company has included in its Certificate of Incorporation a provision to eliminate the personal liability of its directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to certain exceptions. In addition, the Bylaws of the Company require it to (i) indemnify the officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and (ii) advance expenses to the officers and directors as incurred in connection with proceedings against them for which they may be indemnified. The Company has entered into indemnification agreements with its officers and directors containing provisions that are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements may require the Company, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), to advance expenses incurred as a result of any proceeding against them as to which they may be indemnified, and to obtain directors' and officers' insurance if available on reasonable terms. The Company believes that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits
Exhibit Number Exhibit ------- ------- 4 Instruments Defining Rights of Stockholders. Reference is made to the Registrant's Registration Statements on Form 8-A which are incorporated herein by reference pursuant to Items 3(c) and (d). 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 Arthur Andersen LLP, Independent Public Accountants. 23.3 Consent of Counsel is contained in Exhibit 5. 23.4 Consent of Arthur Andersen LLP, Independent Public Accountants. 24 Power of Attorney. Reference is made to page 4 of this Registration Statement.
Item 9. Undertaking 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 1933 Act; (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; and (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 in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act, 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, and (3) to remove from 2 4 registration by means of a post-effective amendment any of the securities being registered which remain unsold upon the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into 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 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnity provisions incorporated by reference in Item 6, or otherwise, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for 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 public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. 3 5 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 2nd day of July, 2001. PEOPLESOFT, INC. By: /s/ KEVIN T. PARKER ------------------------------------- Kevin T. Parker Senior 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, Kevin T. Parker 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. 4 6 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 July 2, 2001 - -------------------------------- David A. Duffield /s/ ANEEL BHUSRI Vice Chairman of the Board of July 2, 2001 - -------------------------------- Directors Aneel Bhusri /s/ CRAIG CONWAY President, Chief Executive July 2, 2001 - -------------------------------- Officer and Director Craig Conway (Principal Executive Officer and Director) /s/ KEVIN T. PARKER Senior Vice President and July 2, 2001 - -------------------------------- Chief Financial Officer Kevin T. Parker (Principal Financial and Accounting Officer) /s/ A. GEORGE BATTLE Director July 2, 2001 - -------------------------------- A. George Battle /s/ FRANK J. FANZILLI JR. Director July 2, 2001 - -------------------------------- Frank J. Fanzilli Jr. /s/ STEVE GOLDBY Director July 2, 2001 - -------------------------------- Steve Goldby /s/ CYRIL J. YANSOUNI Director July 2, 2001 - -------------------------------- Cyril J. Yansouni
5 7 EXHIBIT INDEX
Exhibit Number Exhibit ------- ------- 4 Instruments Defining Rights of Stockholders. Reference is made to Registrant's Registration Statements on Form 8-A which are incorporated herein by reference pursuant to Items 3(c) and (d). 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 Arthur Andersen LLP, Independent Public Accountants. 23.3 Consent of Counsel is contained in Exhibit 5. 23.4 Consent of Arthur Andersen LLP, Independent Public Accountants. 24 Power of Attorney. Reference is made to page 4 of this Registration Statement.
EX-5 2 f73709ex5.txt EXHIBIT 5 1 EXHIBIT 5 July 2, 2001 C 72711-00029 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, California 94588 Re: Registration Statement for Assumption of SkillsVillage 1999 Stock Plan Ladies and Gentlemen: We have acted as counsel to PeopleSoft, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 130,936 shares of its Common Stock, $0.01 par value (the "Shares"), (the "Common Stock"), subject to issuance by the Company upon exercise of options issued under the SkillsVillage 1999 Stock Plan (the "Plan") assumed by the Company pursuant to the terms and conditions of an Agreement and Plan of Merger and Reorganization dated as of May 1, 2001 by and among SkillsVillage, Inc., the Company, Hope Cochran and State Street Bank and Trust Company of California, N.A. We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents, and have made such other factual and legal investigations as we deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies. Based on our examination mentioned above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that (i) the issuance by the Company of the Shares has been duly authorized by all necessary corporate action on the part of the Company and (ii) when issued in accordance with the terms of the Plan, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock. We are admitted to practice in the State of California, and are not admitted to practice in the State of Delaware. However, for the limited purposes of our opinion set forth above, we are generally familiar with the General Corporation Law of the State of Delaware (the "DGCL") as 2 presently in effect and have made such inquiries as we consider necessary to render this opinion with respect to a Delaware corporation. This opinion letter is limited to the laws of the State of California and, to the limited extent set forth above, the DGCL, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise. Our opinion is rendered as of the date of this letter, and we express no opinion as to, and disclaim any undertaking or obligation to update this opinion for changes in circumstances or events that occur subsequent to this date. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ GIBSON, DUNN & CRUTCHER LLP EX-23.1 3 f73709ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the SkillsVillage 1999 Stock Plan, of our report dated February 4, 2000 with respect to the consolidated financial statements of PeopleSoft, Inc. included in its Annual Report (Form 10-K as amended by Form 10-K/A) for the year ended December 31, 2000 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Walnut Creek, California July 2, 2001 EX-23.2 4 f73709ex23-2.txt EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Skillsvillage 1999 Stock Plan, of our report dated January 26, 2001 with respect to the consolidated financial statements of PeopleSoft, Inc. included in the Annual Report on Form 10-K/A for the year ended December 31, 2000. /s/ Arthur Andersen LLP San Jose, California July 2, 2001 EX-23.4 5 f73709ex23-4.txt EX-23.4 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining pertaining to the Skillsvillage 1999 Stock Plan, of our report dated December 31, 1999 with respect to the consolidated financial statements of The Vantive Corporation for the year ended December 31, 1998 included in the Annual Report on Form 10-K/A for the year ended December 31, 2000. /s/ ARTHUR ANDERSEN LLP San Jose, California July 2, 2001 -----END PRIVACY-ENHANCED MESSAGE-----