-----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, JG8WZWMl+2P9+BKVX071dz+fvaIGhD0B6A3fladuERlYAHEmVL8s/6Hsf/vz6yBa vkOfDlJ7yDlKyq0xxg8U6Q== 0000950134-04-017018.txt : 20041110 0000950134-04-017018.hdr.sgml : 20041110 20041110071216 ACCESSION NUMBER: 0000950134-04-017018 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041110 DATE AS OF CHANGE: 20041110 EFFECTIVENESS DATE: 20041110 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-14745 FILM NUMBER: 041131350 BUSINESS ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 BUSINESS PHONE: 925-225-3000 MAIL ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 S-8 POS 1 f03245a1sv8pos.htm POST-EFFECTIVE AMENDMENT TO FORM S-8 sv8pos
 

As filed with the Securities and Exchange Commission on November 10, 2004

Registration No. 333-14745

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to

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)

RED PEPPER SOFTWARE COMPANY 1993 STOCK OPTION PLAN
(Full Titles of the Plans)

David A. Duffield, Chief Executive Officer
Kevin T. Parker, Co-President and Chief Financial Officer
W. Philip Wilmington, Co-President
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588
(Name and Address of Agent for Service)

(925) 225-3000
(Telephone Number, Including Area Code, of Agent for Service)

 

 

INTRODUCTION

This Amendment No. 1 amends the Registration Statement on Form S-8, Registration Number 333-14745 of PeopleSoft, Inc., a Delaware corporation, (the “Registrant”) to cover the shares that became issuable as a result of the Registrant’s two-for-one stock splits that occurred on November 15, 1996 and November 21, 1997, and any similar transactions in the future, by incorporating the following statement.

“Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock which have been issued or become issuable under the Red Pepper Software Company 1993 Stock Option 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 the Registrant’s Common Stock.”

PART II

Information Required in the Registration Statement

 

 

Item 8. Exhibits

     
Exhibit    
Number
   Exhibit
4.1
  Restated Certificate of Incorporation of Registrant, (filed with the Secretary of State of Delaware on May 25, 1995) (Incorporated by reference to Exhibit No. 4.1, filed with the Registrant’s Registration Statement on Form S-8 (No. 333-08575 filed on July 22, 1996)).
 
    
4.2
  Certificate of Amendment to Certificate of Incorporation of Registrant (filed with the Secretary of State of Delaware on June 17, 1996) (Incorporated by reference to Exhibit No. 4.2, filed with the Registrant’s Registration Statement on Form S-8 (No. 333-08575 filed on July 22, 1996)).
 
    
4.3
  By-laws of Registrant, as amended. (Incorporated by reference to Exhibit No. 3.3, filed with the Registrant’s Form 10-K/A (filed on October 21, 1996).
 
    
4.4
  Red Pepper Software Company 1993 Stock Option Plan, including Immediately Exercisable Nonqualified Stock Option Agreement, Immediately Exercisable Incentive Stock Option Agreement, Nonqualified Stock Option Exercise Form, Incentive Stock Option Exercise Form, Immediately Exercisable Incentive Stock Option Agreement (Evergreen Option) and Immediately Exercisable Nonqualified Stock Option Agreement (Evergreen Option) (Incorporated by reference to Exhibit No. 4.4, filed with the Registrant’s Form S-8 (#333-14745) (filed on October 24, 1996).
 
    
4.5
  Preferred Shares Rights Agreement dated as of February 15, 1995, between PeopleSoft, Inc. and the First National Bank of Boston, Canton, MA, including the form of Certificate of Designation, the form of Rights Certificate and the Summary of Rights Attached thereto as Exhibits A, B and C, respectively (Incorporated by reference to Exhibit No. 1, filed with the Registrant’s Form 8-A (filed on February 16, 1995).
 
    
5.1
  Opinion and consent of Counsel as to legality of securities being registered.
 
    
23.1
  Consent of KPMG LLP, Independent Auditors.
 
    
23.2
  Notice regarding Consent of Arthur Andersen LLP, Independent Public Accountants.
 
    
23.3
  Consent of Counsel is contained in Exhibit 5.1.
 
    
24.1
  Power of Attorney (included on the signature page of this Registration Statement).

 

 

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 Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 9th day of November, 2004.
         
  PeopleSoft, Inc.


  
  By:   /s/ Kevin T. Parker  
    Kevin T. Parker  
    Co-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 Kevin T. Parker, W. Philip Wilmington and James P. Shaughnessy, 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 any one of them, may determine to 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 Amendment No. 1 to the 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 Amendment No. 1 to the Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to the Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with the Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one 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.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on November 8th, 2004.

         
Signature
   Title
    
/s/ David A.Duffield
        
David A. Duffield
  Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer and Director)    
 
        

 

 

         
/s/ Kevin T. Parker
        
Kevin T. Parker
  Co-President and Chief Financial Officer (Principal Financial and Accounting Officer)    
 
        
 
        
/s/ A. George Battle
        
  Director    
A. George Battle
        
 
        
/s/ Aneel Bhusri
        
  Director    
Aneel Bhusri
        
 
        
/s/ Frank J. Fanzilli, Jr.
        
  Director    
Frank J. Fanzilli, Jr.
        
 
        
/s/ Steven D. Goldby
        
  Director    
Steven D. Goldby
        
 
        
/s/ Michael J. Maples
        
  Director    
Michael J. Maples
        
 
        
/s/ Cyril J. Yansouni
        
  Director    
Cyril J. Yansouni
        

 

 

EXHIBIT INDEX

     
Exhibit    
Number
   Exhibit
4.1
  Restated Certificate of Incorporation of Registrant, (filed with the Secretary of State of Delaware on May 25, 1995) (Incorporated by reference to Exhibit No. 4.1, filed with the Registrant’s Registration Statement on Form S-8 (No. 333-08575 filed on July 22, 1996)).
 
    
4.2
  Certificate of Amendment to Certificate of Incorporation of Registrant (filed with the Secretary of State of Delaware on June 17, 1996) (Incorporated by reference to Exhibit No. 4.2, filed with the Registrant’s Registration Statement on Form S-8 (No. 333-08575 filed on July 22, 1996)).
 
    
4.3
  By-laws of Registrant, as amended. (Incorporated by reference to Exhibit No. 3.3, filed with the Registrant’s Form 10-K/A (filed on October 21, 1996).
 
    
4.4
  Red Pepper Software Company 1993 Stock Option Plan, including Immediately Exercisable Nonqualified Stock Option Agreement, Immediately Exercisable Incentive Stock Option Agreement, Nonqualified Stock Option Exercise Form, Incentive Stock Option Exercise Form, Immediately Exercisable Incentive Stock Option Agreement (Evergreen Option) and Immediately Exercisable Nonqualified Stock Option Agreement (Evergreen Option) (Incorporated by reference to Exhibit No. 4.4, filed with the Registrant’s Form S-8 (#333-14745) (filed on October 24, 1996).
 
    
4.5
  Preferred Shares Rights Agreement dated as of February 15, 1995, between PeopleSoft, Inc. and the First National Bank of Boston, Canton, MA, including the form of Certificate of Designation, the form of Rights Certificate and the Summary of Rights Attached thereto as Exhibits A, B and C, respectively (Incorporated by reference to Exhibit No. 1, filed with the Registrant’s Form 8-A (filed on February 16, 1995).
 
    
5.1
  Opinion and consent of Counsel as to legality of securities being registered.
 
    
23.1
  Consent of KPMG LLP, Independent Auditors.
 
    
23.2
  Notice regarding Consent of Arthur Andersen LLP, Independent Public Accountants.
 
    
23.3
  Consent of Counsel is contained in Exhibit 5.1.
 
    
24.1
  Power of Attorney (included on the signature page of this Registration Statement).

 

EX-5.1 2 f03245a1exv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 November 5, 2004 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, California 94588 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by PeopleSoft, Inc. (the "Company") of an Amendment No. 1 to Form S-8 Registration Statement No. 333-14745 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to an aggregate of 1,197,764 shares of the Company's Common Stock, par value $0.01 per share (the "Shares"), pursuant to its Red Pepper Software Company 1993 Stock Option Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan and the Registration Statement, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ Jodie M. Bourdet -------------------------------- Jodie M. Bourdet EX-23.1 3 f03245a1exv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors PeopleSoft, Inc.: We consent to the incorporation by reference in this Amendment No. 1 on Form S-8 of PeopleSoft, Inc. of our report dated January 29, 2004, except as to the 1st and 5th paragraphs of the section Customer Assurance Program in Note 7, which is as of February 14, 2004, with respect to the consolidated balance sheets of PeopleSoft, Inc. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for the years then ended, and the related financial statement schedule, which report appears in the December 31, 2003, annual report on Form 10-K of PeopleSoft, Inc. Our report refers to our audit of the adjustments that were applied and disclosures added to revise the 2001 consolidated financial statements, as more fully described in Notes 15 and 14 to the consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2001 consolidated financial statements other than with respect to such adjustments and disclosures. Our report refers to the adoption of the Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. /s/ KPMG LLP Mountain View, California November 9, 2004 EX-23.2 4 f03245a1exv23w2.txt EXHIBIT 23.2 EXHIBIT 23.2 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS On June 6, 2002, the Registrant filed a Current Report on Form 8-K reporting that on that date it had terminated its relationship with Arthur Andersen LLP ("Arthur Andersen") as its independent public accountants and engaged KPMG LLP to serve as its independent public accountants for fiscal year 2002. The Registrant's consolidated balance sheets for the years ended December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended, which are incorporated by reference in this Registration Statement, were audited by Arthur Andersen. Because Arthur Andersen is no longer licensed to practice public accounting in the State of California, the Registrant has been unable to obtain Arthur Andersen's consent to incorporate by reference in this Registration Statement their report with respect to those audited financial statements. Under these circumstances, Rule 437a under the Securities Act of 1933, as amended (the "Securities Act"), permits the Registrant to file this Registration Statement without such consent from Arthur Andersen. The absence of such consent may limit recovery by investors on certain claims, including the inability of investors to assert claims against Arthur Andersen under Section 11 of the Securities Act for any untrue statements of a material fact contained, or any omissions to state a material fact required to be stated, in those audited financial statements. In addition, the ability of Arthur Andersen to satisfy any claims (including claims arising from Arthur Andersen's provision of auditing and other services to the Registrant) may be limited. -----END PRIVACY-ENHANCED MESSAGE-----