8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(D) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2002

PEOPLESOFT, INC.

(Exact Name of Registrant as Specified in Charter)

0-20710
(Commission File Number)

Delaware (State or Other Jurisdiction of Incorporation)	68-0137069 (I.R.S. Employer Identification Number)
4460 Hacienda Drive, Pleasanton, CA (Address of Principal Executive Offices)	94588 (Zip Code)

Registrant’s telephone number, including area code: (925) 694-3000

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

99.1	Craig A. Conway Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.
99.2	Kevin T. Parker Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.

ITEM 9. REGULATION FD DISCLOSURE

On August 12, 2002, Craig A. Conway, the Principal Executive Officer of PeopleSoft, Inc., and Kevin T. Parker, the Principal Financial Officer of PeopleSoft, Inc., each delivered sworn statements to the Securities and Exchange Commission in accordance with Commission Order No. 4-460 (June 27, 2002), and the published Statement of the Commission Staff (July 29, 2002). Conformed copies of the sworn statements are attached hereto as Exhibits 99.1 and 99.2. The information in this report and the exhibits attached hereto are being furnished pursuant to Regulation FD of the Securities Exchange Act of 1934.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated as of: August 12, 2002

PEOPLESOFT, INC
By:	/s/ KEVIN T. PARKER Kevin T. Parker Executive Vice President, Finance and Administration, Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit	Description
99.1	Craig A. Conway Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.
99.2	Kevin T. Parker Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.

EX-99.1 3 f83708exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Craig A. Conway, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of PeopleSoft, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Commission of PeopleSoft, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of PeopleSoft, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ CRAIG A. CONWAY Subscribed and sworn to before me - -------------------------------------- this 12th day of August 2002. Craig A. Conway President and Chief Executive Officer /s/ SANDY L. JEFFRY PeopleSoft, Inc. -------------------------------------- August 12, 2002 Notary Public My Commission Expires: December 17, 2003 EX-99.2 4 f83708exv99w2.txt EXHIBIT 99.2 Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Kevin T. Parker, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of PeopleSoft, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Commission of PeopleSoft, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of PeopleSoft, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ KEVIN T. PARKER - -------------------------------------- Kevin T. Parker Executive Vice President, Finance and Administration, Chief Financial Officer PeopleSoft, Inc. August 12, 2002 Subscribed and sworn to before me this 12th day of August 2002. /s/ SANDY L. JEFFRY - -------------------------------------- Notary Public My Commission Expires: December 17, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1

   STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
   OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Craig A. Conway, state and attest that:

      (1) To the best of my knowledge, based upon a review of the covered
      reports of PeopleSoft, Inc., and, except as corrected or supplemented in a
      subsequent covered report:

          - no covered report contained an untrue statement of a material fact
            as of the end of the period covered by such report (or in the case
            of a report on Form 8-K or definitive proxy materials, as of the
            date on which it was filed); and

          - no covered report omitted to state a material fact necessary to make
            the statements in the covered report, in light of the circumstances
            under which they were made, not misleading as of the end of the
            period covered by such report (or in the case of a report on Form
            8-K or definitive proxy materials, as of the date on which it was
            filed).

      (2) I have reviewed the contents of this statement with the Company's
      audit committee.

      (3) In this statement under oath, each of the following, if filed on or
      before the date of this statement, is a "covered report":

          - Annual Report on Form 10-K for the year ended December 31, 2001,
            filed with the Commission of PeopleSoft, Inc.;

          - all reports on Form 10-Q, all reports on Form 8-K and all definitive
            proxy materials of PeopleSoft, Inc. filed with the Commission
            subsequent to the filing of the Form 10-K identified above; and

         -  any amendments to any of the foregoing.


/s/ CRAIG A. CONWAY                       Subscribed and sworn to before me
- --------------------------------------    this 12th day of August 2002.
Craig A. Conway
President and Chief Executive Officer     /s/ SANDY L. JEFFRY
PeopleSoft, Inc.                          --------------------------------------
August 12, 2002                           Notary Public

                                          My Commission Expires: December 17,
                                          2003

EX-99.2

                                                                    Exhibit 99.2

   STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
   OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Kevin T. Parker, state and attest that:

      (1) To the best of my knowledge, based upon a review of the covered
      reports of PeopleSoft, Inc., and, except as corrected or supplemented in a
      subsequent covered report:

          - no covered report contained an untrue statement of a material fact
            as of the end of the period covered by such report (or in the case
            of a report on Form 8-K or definitive proxy materials, as of the
            date on which it was filed); and

          - no covered report omitted to state a material fact necessary to make
            the statements in the covered report, in light of the circumstances
            under which they were made, not misleading as of the end of the
            period covered by such report (or in the case of a report on Form
            8-K or definitive proxy materials, as of the date on which it was
            filed).

      (2) I have reviewed the contents of this statement with the Company's
      audit committee.

      (3) In this statement under oath, each of the following, if filed on or
      before the date of this statement, is a "covered report":

          - Annual Report on Form 10-K for the year ended December 31, 2001,
            filed with the Commission of PeopleSoft, Inc.;

          - all reports on Form 10-Q, all reports on Form 8-K and all definitive
            proxy materials of PeopleSoft, Inc. filed with the Commission
            subsequent to the filing of the Form 10-K identified above; and

          - any amendments to any of the foregoing.

/s/ KEVIN T. PARKER
- --------------------------------------
Kevin T. Parker
Executive Vice President,
Finance and Administration,
Chief Financial Officer
PeopleSoft, Inc.
August 12, 2002

Subscribed and sworn to
before me this 12th day of
August 2002.

/s/ SANDY L. JEFFRY
- --------------------------------------
Notary Public

My Commission Expires: December 17, 2003