-----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, Ktsn918dTNmwN75U5fO3A4r8s514USANDIL7qZUyqS7CCfGYblYCOh92kxIgOa9n P18yUxy9odHyn2H1Z1zH7w== 0000891618-99-003532.txt : 19990809 0000891618-99-003532.hdr.sgml : 19990809 ACCESSION NUMBER: 0000891618-99-003532 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990806 EFFECTIVENESS DATE: 19990806 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: 333-84641 FILM NUMBER: 99679415 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 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1999 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) --------------- Executive Restricted Stock Purchase Agreement (Full title of the Plans) --------------- DAVID A. DUFFIELD CHAIRMAN 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) --------------- 2
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........ 500,000 shares $13.4375 $6,718,750 $1,868 ============================================================================================================
(1) For the purpose of calculating the registration fee, the number of shares to be registered under this Registration Statement is the number of shares to be issued under an Executive Restricted Stock Purchase Agreement. (2) Calculated 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. ================================================================================ 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference 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 Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; (c) The Registrant's Form 8-K filed on June 28, 1999 announcing the appointment of Craig A. Conway to its board of directors; (d) 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, filed pursuant to Section 12(g) of the Exchange Act including any amendment or report filed for the purpose of updating such description; and (e) 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. 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"). Article XIII of the Registrant's currently effective Certificate of Incorporation and Article VI of the Registrant's Bylaws provide for indemnification of its directors, officers, employees and other agents. In addition, the Registrant has entered into indemnification agreements with its officers and directors. Item 7. Exemption from Registration Claimed Not Applicable. 4 Item 8. Consultants and Advisors Not Applicable Item 9. Exhibits
Exhibit Number Exhibit - ------- ------- 4.1 Restricted Stock Purchase Agreement 4.2 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(d) and (e). 5 Opinion and consent of Wilson Sonsoni Goodrich & Rosati LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Wilson Sonsoni Goodrich & Rosati LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
Item 10. 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 registration by means of a post-effective amendment any of the securities being registered which remain unsold upon the termination of the following TriMark Technologies, Inc. stock option plans: 1998 Director and Executive Officer Non-Statutory Stock Option Plan, 1995 Director and Executive Officer Stock Option Plan (as amended), 1995 Employees and Consultants Stock Option Plan, and 1993 Stock Option Plan (as amended). 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. 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 6th day of August, 1999. PEOPLESOFT, INC. By: /s/ Alfred J. Castino -------------------------------------------- Alfred J. Castino Senior Vice President, Finance and Administration, 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 David A. Duffield, Alfred J. Castino and Robert D. Finnell, 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. 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 August 6, 1999 - --------------------------------- and Chief Executive Officer David A. Duffield (Principal Executive Officer) /s/ Alfred J. Castino Senior Vice President of Finance, August 6, 1999 - --------------------------------- Chief Financial Officer and Secretary Alfred J. Castino (Principal Financial Officer and Principal Accounting Officer) /s/ Craig A. Conway President, Chief Operating Officer August 6, 1999 - --------------------------------- and Director Craig A. Conway /s/ Aneel Bhusri Vice Chairman of the Board of Directors August 6, 1999 - --------------------------------- Aneel Bhusri /s/ A. George "Skip" Battle Director August 6, 1999 - --------------------------------- A. George "Skip" Battle /s/ George J. Still, Jr. Director August 6, 1999 - --------------------------------- George J. Still, Jr. /s/ Cyril J. Yansouni Director August 6, 1999 - --------------------------------- Cyril J. Yansouni
7 EXHIBIT INDEX
Exhibit Number Exhibit - ------- ------- 4.1 Restricted Stock Purchase Agreement 4.2 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(d) and (e). 5 Opinion and consent of Wilson Sonsoni Goodrich & Rosati LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Wilson Sonsoni Goodrich & Rosati LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
EX-4.1 2 RESTRICTED STOCK PURCHASE PLAN 1 Exhibit 4.1 PEOPLESOFT, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") is made between Craig Conway (the "Executive") and PeopleSoft, Inc. (the "Company") as of __________________, 1999. WHEREAS the Executive's employment agreement with the Company dated May 10, 1999 (the "Employment Agreement") provides Executive with the right to purchase restricted stock of the Company; NOW THEREFORE, the parties agree as follows: 1. Stock Purchase. The Company hereby sells to the Executive five hundred thousand (500,000) shares of the Company's Common Stock (the "Shares") at a purchase price of $.01 per share. Executive herewith delivers to the Company the aggregate $5,000 purchase price for the Shares. 2. Repurchase Right. (a) In the event the Executive ceases to provide services to the Company as an employee or consultant, the Company shall, upon the date of such termination, repurchase that number of shares which constitute the Unreleased Shares (as defined in Section 3) at the original $.01 per share purchase price (the "Repurchase Price") (the "Repurchase Right"). (b) The Repurchase Right shall be exercised by the Company by delivering written notice to the Executive or the Executive's executor (with a copy to the Escrow Holder (as defined in Section 5)) AND, at the Company's option, (i) by delivering to the Executive or the Executive's executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Executive's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company. 3. Release of Shares From Repurchase Right. (a) The Shares shall be released from the Company's Repurchase Right in accordance with the vesting provisions set forth in the Employment Agreement. (b) Any of the Shares which have not yet been released from the Company's Repurchase Right are referred to herein as "Unreleased Shares." (c) The Shares which have been released from the Company's Repurchase Right shall be delivered to the Executive at the Executive's request (see Section 5). 4. Tax Consequences. The Executive has reviewed with the Executive's own tax advisors the federal and state tax consequences of this investment and the transactions contemplated by this Agreement. The Executive is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Executive understands that the Executive (and not the Company) shall be responsible for the Executive's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Executive understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date the Shares vest, and that Executive shall be required to make funds available to the Company to satisfy the attendant tax withholding requirements. The Executive understands that the Executive may elect to be taxed at the time the Shares are purchased rather than when and as they vest by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of the purchase. 5. Escrow of Shares. (a) To ensure the availability for delivery of the Executive's Unreleased Shares upon exercise of the Repurchase Right by the Company, the Executive shall, upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (the "Escrow Holder") the share certificates representing the Unreleased Shares, together with the Assignment Separate from Certificate (the "Stock Assignment") duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and Stock Assignment shall be held by the Escrow Holder, pursuant to the Joint 2 Escrow Instructions of the Company and Executive attached as Exhibit A hereto, until such time as the Company's Repurchase Right expires. (b) If the Company exercises its Repurchase Right hereunder, the Escrow Holder, upon receipt of written notice of such exercise, shall take all steps necessary to accomplish such transfer. (c) When the Repurchase Right has been exercised or expires unexercised or a portion of the Shares has been released from such Repurchase Right, upon Executive's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Company or the Executive, as the case may be. (d) Subject to the terms hereof, the Executive shall have all the rights of a stockholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's Repurchase Right, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Executive is entitled by reason of the Executive's ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's Repurchase Right. 4. General Provisions. (a) Choice of Law; Entire Agreement. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of California. This Agreement (including the Exhibits to this Agreement) and the Employment Agreement represent the entire agreement between the parties with respect to the purchase of the Shares by the Executive, and may only be amended in a writing signed by the parties hereto. (b) Successors. The rights of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company's successors and assigns. The rights and obligations of the Executive under this Agreement may only be assigned with the prior written consent of the Company; provided, however, that Executive shall be permitted to transfer Shares to family members (consistent with the rules under Form S-8) for estate planning or wealth management purposes, subject to such transferees agreeing to be bound by the terms and conditions of this Agreement. (c) Waiver. Either party's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and shall not constitute a waiver of either party's right to assert any other legal remedy available to it. (d) Severability. Should any provision of this Agreement be found to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. By Executive's signature below, Executive represents that he is familiar with the terms of this Agreement, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Executive has read this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. EXECUTIVE PEOPLESOFT, INC. - -------------------------------------- -------------------------------------- Craig Conway 3 EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I, __________________________, hereby sell, assign and transfer unto_________________________________________________ (__________) shares of the Common Stock of PeopleSoft, Inc. standing in my name of the books of said corporation represented by Certificate No. _____ herewith and do hereby irrevocably constitute and appoint Wilson, Sonsini, Goodrich & Rosati, attorney, to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between PeopleSoft, Inc. and the undersigned dated ______________, ______. Dated: ____________________, _______ ----------------------------- (to be signed exactly as name is to appear on stock certificate) INSTRUCTIONS: Please do not fill in the blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its "repurchase option," as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. 4 EXHIBIT B JOINT ESCROW INSTRUCTIONS _____________, ____ [INSERT NAME]: Stock Option Administration PeopleSoft, Inc. Dear [INSERT NAME]: As Escrow Agent for both PeopleSoft, Inc. (the "Company"), and the undersigned purchaser of stock of the Company (the "Purchaser"), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of the Restricted Stock Purchase Agreement (the "Agreement") between the Company and the undersigned, in accordance with the following instructions: 1. In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the "Company") exercises the Company's repurchase right set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, cancellation of indebtedness or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company's repurchase right. 3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a shareholder of the Company while the stock is held by you. You are not authorized to incur any expenses chargeable to Purchaser without Purchaser's prior written consent. 4. Upon written request of the Purchaser, unless the Company's repurchase right has been exercised, you will deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company's repurchase right. Promptly after cessation of Purchaser's service relationship with the Company and any parent or subsidiary of the Company as an employee or consultant, you will deliver to Purchaser a certificate 5 or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not subject to purchase by the Company or its assignees pursuant to exercise of the Company's repurchase right. 5. If at the time of termination of this escrow you should have in your possession any documents, securities or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder. 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you. 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. -2- 6 14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. 15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten days' advance written notice to each of the other parties hereto. COMPANY: PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588-3031 Attn: General Counsel PURCHASER: ------------------------- ------------------------- ESCROW AGENT: [Insert Name] Stock Plan Administration PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588-3031 16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. 17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 18. These Joint Escrow Instructions shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Very truly yours, PeopleSoft, Inc. By: ------------------------------------- Title: ---------------------------------- Purchaser ------------------------------- Craig Conway ESCROW AGENT: - ----------------------------------- -3- 7 ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to the above-referenced Federal Tax Code, to include in taxpayer's gross income for the current taxable year, the amount of any compensation taxable to taxpayer in connection with his receipt of the property described below: 1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows: NAME: TAXPAYER: SPOUSE: ADDRESS: IDENTIFICATION NO.: TAXPAYER: SPOUSE: TAXABLE YEAR:
2. The property with respect to which the election is made is described as follows: __________ shares (the "Shares") of the Common Stock of PeopleSoft, Inc. (the "Company"). 3. The date on which the property was transferred is: ________ 4. The property is subject to the following restrictions: The Shares may be repurchased by the Company, or its assignee, on certain events. This right lapses with regard to a portion of the Shares over time. 5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $ ----------- 6. The amount (if any) paid for such property is: $ ----------- The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. Dated: ----------------------------------- Taxpayer The undersigned spouse of taxpayer joins in this election. Dated: ----------------------------------- Spouse of Taxpayer EX-5 3 OPINION OF WILSON SONSINI GOODRICH & ROSATI 1 Exhibit 5 August 4, 1999 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588-3031 Re: PeopleSoft, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: At your request, we are rendering this opinion in connection with the proposed issuance pursuant to the Restricted Stock Purchase Agreement by and between PeopleSoft, Inc. and Craig Conway (the "Restricted Stock Purchase Agreement"), of up to 500,000 shares of common stock, ("Common Stock"), of PeopleSoft, Inc., a Delaware corporation (the "Company"). We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed. Based on such examination, we are of the opinion that the 500,000 shares of Common Stock to be issued by the Company pursuant to the Plan are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Restricted Stock Purchase Agreement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to this Registration Statement on Form S-8 and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.1 4 CONSENT OF ERNST & YOUNG LLP 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 Executive Restricted Stock Purchase Agreement, of our report dated January 26, 1999 with respect to the consolidated financial statements of PeopleSoft, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Walnut Creek, California August 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----