8-K

UNITED STATES
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): September 17, 2003

PEOPLESOFT, INC.

(Exact name of registrant as specified in its charter)

0-20710

(Commission file number)

Delaware	68-0137069
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)
4460 Hacienda Drive, Pleasanton, CA	94588-8618
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (925) 225-3000

Item 7. Financial Statements and Exhibits

(c) Exhibits

Exhibit 99.1 — Notice to directors and executive officers, dated as of September 17, 2003

Item 11. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On September 17, 2003, PeopleSoft, Inc. (the “Company”) sent a notice to its directors and executive officers informing them that a blackout period will be in effect beginning at 4:00 p.m. (Eastern time) on October 14, 2003 until further notice from the Company, restricting them from purchasing, acquiring, selling or otherwise transferring certain equity securities of the Company. The blackout results from a benefit plan administrator’s procedure for processing tenders of shares in an employee benefit plan in connection with a tender offer from Oracle Corporation. This notice updated and superseded a prior notice to the Company’s directors and executive officers given on August 13, 2003, relating to a blackout period beginning September 17, 2003. The reason for the updated notice is that Oracle Corporation extended the expiration of its tender offer from September 19, 2003 until October 17, 2003. Although this notice may not have been required because the blackout period will not last for more than three business days unless the tender offer for the Company’s shares by Oracle Corporation is extended under certain circumstances, it was provided as a cautionary matter to ensure compliance with Section 306(a) of the Sarbanes-Oxley Act of 2002.

A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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: September 30, 2003

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	Notice to directors and executive officers, dated as of September 17, 2003

EX-99.1 3 f93366exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Notice to Directors and Executive Officers of PeopleSoft, Inc. dated September 17, 2003

This notice to you updates the previous notice sent to you on August 13, 2003 because Oracle has extended its offering period to October 17, 2003. You will be subject to a new blackout period beginning at the close of trading on October 14, 2003.

The prior blackout notice sent to you August 13 is rescinded.

Because J.D. Edwards employees who have PeopleSoft shares in their 401(k) accounts are eligible to tender those shares to Oracle, the plan administrator must impose a freeze on J.D. Edwards 401(k) participants from trading the PeopleSoft shares in their accounts while the tenders are being processed. That freeze is expected to last 3 days, from the close of trading on October 14 through October 17, 2003. Any freeze lasting longer than 3 days gives us a legal obligation to subject our insiders to a blackout period for the same timeframe. If Oracle extends its tender offer again, the freeze may last more than 3 days. Because we might not know at the outset whether the freeze will last more than three days, we are imposing the blackout beginning October 14 at the close of trading in the event that the freeze is extended. We will keep you advised as to any changes to the dates.

The notice below contains the legal requirements of notice to you. Please call me at 925-694-8669 if you have any questions.

Thank you.

Carol Vanairsdale
PeopleSoft, Inc.
Senior Corporate Counsel
Ph. 925.694.8669
Fax 925.694.7184

NOTICE

As a director or executive officer of PeopleSoft, Inc., you are subject to the restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002 (“Act”), which prohibits certain trades during pension plan “blackout” periods. In connection therewith, please note the following:

     1. Section 306(a) of the Act requires a prohibition on your purchasing, selling or otherwise acquiring equity securities of the Company because participants in the J.D. Edwards & Company Retirement Savings Plan (the “Plan”) are suspended from making trades involving the PeopleSoft Stock Fund under the Plan during a specified period which could extend for more than three consecutive business days, as a result of the Oracle tender offer. This temporary suspension affects the ability of at least 50% of the U.S. participants in ERISA individual account plans maintained by the Company (and its controlled group) to acquire or hold issuer equity securities. Accordingly, a concurrent restriction on trading by Company insiders under Section 306(a) of the Act will apply because the trading suspension under the Plan may exceed three consecutive business days.

     2.     If the Oracle tender offer is extended beyond its current expiration date of October 17, 2003, and if, as a result, the Plan administrator must extend the trading suspension period for the PeopleSoft Stock Fund under the Plan beyond three consecutive business days in order to process tenders, then the Act requires a blackout period. Because such an extension is a possibility, in order to assure compliance with the Act, the following blackout period will apply to you:

               a) You will be prohibited from purchasing, selling or otherwise acquiring equity securities of the Company for the period commencing as of 4:00 p.m., New York City time, on Monday, October 14, 2003 and ending on the date specified in a subsequent notice to you from the Company.

               b) You will be prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any equity securities of the Company (or derivative securities of those equity securities, such as stock options) during such blackout period for the Plan. The prohibition on transactions by you applies both to amounts, if any, you may have invested in the PeopleSoft Stock Fund under the Plan and to Company securities that you hold outside of the Plan. This prohibition also applies to any direct or indirect pecuniary interest you may have in such securities, such as Company stock held by immediate family members living with you, or held in trust, or by controlled partnerships or corporations. The prohibition on purchases, sales and other transactions does not apply to trades made pursuant to Rule 10b5-1 trading plans, provided that you did not enter into or modify the trading plan during the blackout period, or while aware of the actual or approximate beginning or ending dates of the blackout period. (There also are certain narrow exceptions for dividend reinvestment plans, certain automatic non-discretionary transactions within employee benefit plans (but not the Plan), automatic formula grant programs, and exchanges by operation of law in connection with a merger or acquisition.)

               c) The prohibition on purchases, sales and other transactions described in the immediately preceding paragraph above applies only to equity securities of the Company (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of the Company (including any affiliate of the Company). It is important to note that any such security you sell or otherwise transfer automatically will be presumed to have been acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements.

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EX-99.1

PeopleSoft, Inc.  Exhibit 99.1