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As filed with the Securities and Exchange Commission on February 4, 2000
Registration No. 333-91111
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 2 ON
FORM S-8 TO FORM S-4
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
of Incorporation or Organization) Identification Number)
4460 HACIENDA DRIVE
PLEASANTON, CA 94588
(Address of Principal Executive Offices) (Zip Code)
THE VANTIVE CORPORATION AMENDED AND RESTATED 1991 STOCK OPTION PLAN,
THE VANTIVE CORPORATION 1995 OUTSIDE DIRECTORS STOCK OPTION PLAN,
THE VANTIVE CORPORATION 1997 NONSTATUTORY STOCK OPTION PLAN
INDIVIDUAL OPTION AGREEMENTS GRANTED UNDER THE INNOVATIVE COMPUTER
CONCEPTS, INC. 1995 STOCK INCENTIVE PLAN ASSUMED BY THE VANTIVE CORPORATION
(Full Title of the Plans)
CRAIG CONWAY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PEOPLESOFT, INC.
4460 HACIENDA DRIVE
PLEASANTON, CA 94588
(Name and Address of Agent for Service)
(925) 694-3000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Kenneth R. Lamb
Peter T. Heilmann
Gibson, Dunn & Crutcher LLP
One Montgomery Street, Telesis Tower
San Francisco, CA 94104
(415) 393-8200
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Explanatory Note
This Post Effective Amendment No. 2 is filed by PeopleSoft, Inc., a
Delaware corporation (the "Registrant" or the "Company"), to correct the
identification of the plans covered by the Registrant's Post Effective Amendment
No. 1 filed with the Securities and Exchange Commission on January 18, 2000.
This Post Effective Amendment No. 2 is filed by the Registrant relating to
4,889,646 shares of its common stock, par value $0.01 per share (the "Common
Stock"), issuable to eligible employees of the Registrant under The Vantive
Corporation Amended and Restated 1991 Stock Option Plan, The Vantive Corporation
1995 Outside Directors Stock Option Plan, The Vantive Corporation 1997
Nonstatutory Stock Option Plan, and the individual option agreements granted
under the Innovative Computer Concepts, Inc. 1995 Stock Incentive Plan assumed
by The Vantive Corporation, each as assumed by the Registrant (collectively, the
"Plans").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999;
(iii) The Company's Current Reports on Forms 8-K, filed with the
Commission on June 28, 1999, October 13, 1999 and January 4, 2000;
(iv) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal
year covered by the Annual Report referred to in (i) above;
(v) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the Commission on
October 7, 1992, including any amendment or report filed for the purpose of
updating such description;
(vi) The description of the Company's Preferred Shares 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.
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All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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"). As
permitted by the Delaware General Corporation Law, the Company has included in
its Certificate of Incorporation a provision to eliminate the personal liability
of its directors for monetary damages for breach or alleged breach of their
fiduciary duties as directors, subject to certain exceptions. In addition, the
Bylaws of the Company require it to (i) indemnify the officers and directors
under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and (ii) advance expenses to
the officers and directors as incurred in connection with proceedings against
them for which they may be indemnified. The Company has entered into
indemnification agreements with its officers and directors containing provisions
that are in some respects broader than the specific indemnification provisions
contained in the Delaware General Corporation Law. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature), to advance expenses incurred as a
result of any proceeding against them as to which they may be indemnified, and
to obtain directors' and officers' insurance if available on reasonable terms.
The Company believes that these charter provisions and indemnification
agreements are necessary to attract and retain qualified persons as directors
and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
EXHIBIT
NUMBER EXHIBIT TITLE
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4.1 Restated Certificate of Incorporation of Registrant filed with
the Secretary of State of the State of Delaware on May 24, 1995
(incorporated by reference to Exhibit 4.1 filed with the
Registrant's Form S-8 (No. 333-08575) filed with the Securities
and Exchange Commission on July 22, 1996).
4.2 Certificate of Amendment to Certificate of Incorporation of
Registrant, as filed with the Secretary of State of the State of
Delaware on June 17, 1996 (incorporated by reference to Exhibit
4.2 filed with the Registrant's Form S-8 (No. 333-08575) filed
with the Securities and Exchange Commission on July 22, 1996).
4.3 Certificate of Amendment to Certificate of Incorporation of
Registrant, as filed with the Secretary of State of the State of
Delaware on July 3, 1997 (incorporated by reference to Exhibit
3.3 filed with the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997).
4.4 Certificate of Amendment to Certificate of Incorporation of
Registrant, as filed with the Secretary of State of the State of
Delaware on June 29, 1998 (incorporated by reference to Exhibit
3.4 filed with the Registrant's Registration Statement on Form
S-4 (No. 333-91111) filed with the Securities and Exchange
Commission on November 17, 1999).
4.5 Certificate of Designation as filed with the Secretary of State
of the State of Delaware on March 24, 1998 (incorporated by
reference to Exhibit 3.4 filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997).
4.6 Bylaws of Registrant as amended to date (incorporated by
reference to Exhibit 3.5 filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998).
4.7 The description of the Registrant's Common Stock. Reference is
to the Registrant's Registration Statement on Form 8-A, filed
with the Commission on October 7, 1992, incorporated by
reference pursuant to Item 3(v).
4.8 The description of the Registrant's Preferred Shares Purchase
Rights. Reference is made to the Registrant's Registration
Statement on Form 8-A/A filed with the Commission on March 25,
1998, incorporated by reference pursuant to Item 3(vi).
4.9 Specimen Certificate of the Registrant's Common Stock
(incorporated by reference to Exhibit 1 filed with Amendment No.
1 to the Registrant's Form 8-A filed with the Securities and
Exchange Commission on November 6, 1992).
5 Opinion of Gibson, Dunn & Crutcher LLP (previously filed).
23 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney (previously filed).
99.1 The Vantive Corporation Amended and Restated 1991 Stock Option
Plan. (previously filed)
99.2 The Vantive Corporation 1995 Outside Directors Stock Option
Plan. (previously filed)
99.3 The Vantive Corporation 1997 Nonstatutory Stock Option Plan.
(previously filed)
99.4 Innovative Computer Concepts, Inc. 1995 Stock Incentive Plan.
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Item 9. Undertaking
(1) The undersigned Registrant hereby undertakes:
(a) 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 Securities Act;
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(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
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 the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii)To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement; provided, however, that paragraphs (1)(a)(i)
and (1)(a)(ii) do 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 Exchange Act that are incorporated by reference in
this registration statement.
(b) That, for the purpose of determining any liability under
the Securities 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.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 2 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pleasanton, State of
California, on this 4th day of February, 2000.
PeopleSoft, Inc.
By: /s/ Stephen F. Hill
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Stephen F. Hill
Vice President and Acting Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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* Chairman of the Board of Directors February 4, 2000
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David A. Duffield
* Vice Chairman of the Board of Directors February 4, 2000
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Aneel Bhusri
* President, Chief Executive Officer and February 4, 2000
- ---------------------------- Director (Principal Executive Officer
Craig Conway and Director)
/s/ Stephen F. Hill Vice President and Acting Chief February 4, 2000
- ---------------------------- Financial Officer (Principal Financial
Stephen F. Hill and Accounting Officer)
Director
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A. George Battle
* Director February 4, 2000
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George J. Still Jr.
* Director February 4, 2000
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Cyril J. Yansouni
* By: /s/ Stephen F. Hill
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Stephen F. Hill
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT TITLE
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4.1 Restated Certificate of Incorporation of Registrant filed with
the Secretary of State of the State of Delaware on May 24, 1995
(incorporated by reference to Exhibit 4.1 filed with the
Registrant's Form S-8 (No. 333-08575) filed with the Securities
and Exchange Commission on July 22, 1996).
4.2 Certificate of Amendment to Certificate of Incorporation of
Registrant, as filed with the Secretary of State of the State of
Delaware on June 17, 1996 (incorporated by reference to Exhibit
4.2 filed with the Registrant's Form S-8 (No. 333-08575) filed
with the Securities and Exchange Commission on July 22, 1996).
4.3 Certificate of Amendment to Certificate of Incorporation of
Registrant, as filed with the Secretary of State of the State of
Delaware on July 3, 1997 (incorporated by reference to Exhibit
3.3 filed with the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997).
4.4 Certificate of Amendment to Certificate of Incorporation of
Registrant, as filed with the Secretary of State of the State of
Delaware on June 29, 1998 (incorporated by reference to Exhibit
3.4 filed with the Registrant's Registration Statement on Form
S-4 (No. 333-91111) filed with the Securities and Exchange
Commission on November 17, 1999).
4.5 Certificate of Designation as filed with the Secretary of State
of the State of Delaware on March 24, 1998 (incorporated by
reference to Exhibit 3.4 filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997).
4.6 Bylaws of Registrant as amended to date (incorporated by
reference to Exhibit 3.5 filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998).
4.7 The description of the Registrant's Common Stock. Reference is
to the Registrant's Registration Statement on Form 8-A, filed
with the Commission on October 7, 1992, incorporated by
reference pursuant to Item 3(v).
4.8 The description of the Registrant's Preferred Shares Purchase
Rights. Reference is made to the Registrant's Registration
Statement on Form 8-A/A filed with the Commission on March 25,
1998, incorporated by reference pursuant to Item 3(vi).
4.9 Specimen Certificate of the Registrant's Common Stock
(incorporated by reference to Exhibit 1 filed with Amendment No.
1 to the Registrant's Form 8-A filed with the Securities and
Exchange Commission on November 6, 1992).
5 Opinion of Gibson, Dunn & Crutcher LLP (previously filed).
23 Consent of Ernst & Young LLP, Independent Auditors.
24 Power of Attorney (previously filed).
99.1 The Vantive Corporation Amended and Restated 1991 Stock Option
Plan (previously filed).
99.2 The Vantive Corporation 1995 Outside Directors Stock Option Plan
(previously filed).
99.3 The Vantive Corporation 1997 Nonstatutory Stock Option Plan
(previously filed).
99.4 Innovative Computer Concepts, Inc. 1995 Stock Incentive Plan.