-----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, L9B+3yWlPo2T3EIMpHmJ+aJtvBYcRDgV5ajsVRyMMBg7qXzg+eh6qSDB2zE9vfVF nTJRfLPNClID8Nw7ti5ZCg== /in/edgar/work/20000821/0001095811-00-002946/0001095811-00-002946.txt : 20000922 0001095811-00-002946.hdr.sgml : 20000922 ACCESSION NUMBER: 0001095811-00-002946 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000821 EFFECTIVENESS DATE: 20000821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLESOFT INC CENTRAL INDEX KEY: 0000875570 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 680137069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44224 FILM NUMBER: 707093 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 s-8.txt FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2000 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) --------------- Advance Planning Solutions, Inc. 1998 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 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......... 48,654 shares $24.25 $1,179,859.50 $311.49 =================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Advance Planning Solutions, Inc. 1998 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) 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. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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 contents of its earlier registration statement on Form S-8 (file number 333-38364) previously filed with the Securities and Exchange Commission (the "SEC") on June 1, 2000. b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 previously filed with the SEC on August 14, 2000. 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 8. Exhibits
Exhibit Number Exhibit - ------- ------- 5 Opinion and consent of Gibson, Dunn & Crutcher LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Gibson, Dunn & Crutcher LLP is contained in Exhibit 5.
2 3 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 21st day of August, 2000. PEOPLESOFT, INC. By: /s/ STEPHEN F. HILL ---------------------------------------------- Stephen F. Hill Sr. 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, Stephen F. Hill 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. 3 4 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 --------- ----- ---- Chairman of the Board of Directors - ------------------------------------ David A. Duffield Vice Chairman of the Board of Directors - ------------------------------------ Aneel Bhusri /s/ CRAIG CONWAY President, Chief Executive Officer and August 21, 2000 - ------------------------------------ Director (Principal Executive Officer Craig Conway and Director) /s/ STEPHEN F. HILL Sr. Vice President and Chief Financial Officer August 21, 2000 - ------------------------------------ (Principal Financial and Accounting Officer) Stephen F. Hill /S/ A. George Battle Director August 21, 2000 - ------------------------------------ A. George Battle /s/ STEVE GOLDBY Director August 21, 2000 - ------------------------------------ Steve Goldby /s/ GEORGE J. STILL, JR. Director August 21, 2000 - ------------------------------------ George J. Still, Jr. /s/ CYRIL J. YANSOUNI Director August 21, 2000 - ------------------------------------ Cyril J. Yansouni
4 5 EXHIBIT INDEX
Exhibit Number Exhibit - ------- ------- 5 Opinion and consent of Gibson, Dunn & Crutcher LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Gibson, Dunn & Crutcher LLP is contained in Exhibit 5.
5 EX-5 2 ex5.txt EXHIBIT 5 1 EXHIBIT 5 [GIBSON, DUNN & CRUTCHER LLP] August 18, 2000 (415) 393-8200 C 72711-00024 PeopleSoft, Inc. 4460 Hacienda Drive Pleasanton, CA 94588 Re: Registration Statement on Form S-8 of PeopleSoft, Inc. Ladies and Gentlemen: We refer to the registration statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Securities Act"), by PeopleSoft, Inc., a Delaware corporation (the "Company"), with respect to the proposed offering by the Company of up to 48,654 shares (the "Shares") of the common stock of the Company, $.01 par value per share (the "Common Stock"), under the Advance Planning Solutions, Inc. 1998 Stock Plan (the "Plan") assumed and modified by the Company pursuant to the Agreement and Plan of Merger, dated as of April 14, 2000, by and among the Company, Advance Planning Solutions, Inc., Evergreen Acquisition Corporation, Marshall Miller 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 have 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 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. 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 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. 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 ------------------------------- GIBSON, DUNN & CRUTCHER LLP EX-23.1 3 ex23-1.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 Advance Planning Solutions, Inc. 1998 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) for the year ended December 31, 1999 filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP - --------------------- Walnut Creek, California August 16, 2000 -----END PRIVACY-ENHANCED MESSAGE-----