sctovi
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PEROT SYSTEMS CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
OPTIONS TO PURCHASE CLASS A COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Securities)
714265105
(CUSIP Number of Class of Securities (Underlying Common Stock))
THOMAS D. WILLIAMS
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
PEROT SYSTEMS CORPORATION
2300 West Plano Parkway
Plano, Texas 75075
(972) 577-0000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on behalf of Filing Person)
COPIES TO:
JOHN W. MARTIN, ESQ.
BAKER BOTTS L.L.P.
2001 Ross Avenue, Suite 800
Dallas, Texas 75201
(214) 953-6500
CALCULATION OF FILING FEE
| |
|
|
|
|
|
| |
| |
TRANSACTION VALUATION* |
|
|
AMOUNT OF FILING FEE |
|
| |
$8,552,895 |
|
|
$1,006.68 |
|
| |
|
|
|
| * |
|
Calculated solely for purposes of determining the filing fee. This amount assumes that options
to purchase 2,860,500 shares of Class A common stock, par value $0.01 per share, of Perot Systems
Corporation having an aggregate value of $8,552,895 as of November 10, 2005 will be exchanged
pursuant to this offer. The aggregate value of such options was calculated based on the
Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with
Rule 0-11(b)(2) of the Securities Exchange Act of 1934, as amended, equals $117.70 per million
dollars of the value of the transaction. |
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
| |
|
|
|
|
|
|
Amount Previously Paid:
|
|
Not Applicable. |
|
|
Form or Registration No.:
|
|
Not Applicable. |
|
|
Filing Party:
|
|
Not Applicable. |
|
|
Date Filed:
|
|
Not Applicable. |
o Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
TABLE OF CONTENTS
ITEM 1 Summary Term Sheet.
The information set forth under “Summary of Terms” in the Offer to Exchange Certain
Outstanding Stock Options for New Stock Options, dated November 15, 2005 (the “Offer to Exchange”),
a copy of which is attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.
ITEM 2 Subject Company Information.
(a) Name and Address. The name of the issuer is Perot Systems Corporation, a Delaware
corporation (“PSC” or the “Company”). The address of its principal executive offices is
2300 W. Plano Parkway, Plano, Texas 75075. The Company’s telephone number is (972)
577-0000. The information set forth in the Offer to Exchange under Section 13 (“Information
Concerning PSC”) is incorporated herein by reference.
(b) Securities. This Tender Offer Statement on Schedule TO relates to an offer (the
“Offer”) by the Company made to eligible employees to exchange certain eligible stock
options to purchase shares of Class A common stock of PSC, par value $0.01 per share
(“Common Stock”), outstanding under the Company’s Amended and Restated 1991 Stock Option
Plan (the “1991 Plan”), all of which are currently unvested and are not scheduled to vest
until March 31, 2010, for fully vested replacement stock options to purchase a designated
number of shares of our Common Stock to be granted under the Company’s 2001 Long-Term
Incentive Plan (the “2001 Plan”) upon the terms and subject to the conditions set forth in
the Offer to Exchange. The eligible options include only the performance options with an
exercise price of $25.00 per share that were granted on March 1, 2000 in connection with
that certain Asset Purchase Agreement, dated as of March 1, 2000, by and among PSC, PSSC
Acquisition Corporation, Solutions Consulting, Inc., Mark G. Miller and Sanford B. Ferguson
(the “Solutions Purchase Agreement”). Each of the 1991 Plan and the 2001 Plan is considered an employee benefit
plan as defined in Rule 405 under the Securities Act of 1933, as amended. As of November
10, 2005, options to purchase approximately 2,860,500 shares of our Common Stock are
eligible for exchange.
Holders of eligible options that have not previously been cancelled are eligible to
participate in the Offer, and to receive replacement options in exchange for eligible
options, if such holders are eligible employees of PSC or one of its wholly owned
subsidiaries continuously from the date the Offer commences until the date replacement
options are granted.
Subject to the terms and conditions of the Offer, you will receive options to purchase
the number of shares determined by applying the following exchange ratio to the eligible
options:
| |
|
|
| |
|
In Exchange for Each Eligible Option to Purchase One |
| |
|
Share of Our Common Stock, You Will Receive One |
| Eligible Options: |
|
Replacement Option to Purchase: |
Performance options with an
exercise price of $25.00 per
share granted on March 1, 2000
(and not previously cancelled)
under the 1991 Plan in
connection with the Solutions
Purchase Agreement
|
|
0.9 shares of our Common Stock |
Therefore, if you elect to exchange your eligible options, the number of shares of our
Common Stock for which your replacement options will be exercisable will be 90% of the total
number of shares underlying your eligible options prior to the exchange.
The exercise price of replacement options ($25.00 per share) will be the same as the
exercise price of the eligible options. If you elect to participate in the exchange, you
will receive vested options to purchase shares of our Common Stock with respect to your
eligible options (all of which are currently unvested and are not scheduled to vest until
March 31, 2010).
2
If you elect to exchange any eligible options, you must elect to exchange all of your eligible
options.
116,798,598 shares of our Common Stock are issued and outstanding as of November 10,
2005. Our Common Stock is listed on the New York Stock Exchange under the symbol “PER.”
The information set forth in the Offer to Exchange under “Summary of Terms,” “Risks of
Participating in the Offer,” Section 1 (“The Offer”), Section 2 (“Eligible Employees”),
Section 3 (“Eligible Options; Exchange Ratio”), Section 7 (“Acceptance of Eligible Options
for Exchange and Cancellation; Grant of Replacement Options”), Section 10 (“Source and
Amount of Consideration”), Section 11 (“Effect of a Merger or Acquisition Before We Grant
Replacement Options”) and Section 12 (“General Terms of Replacement Options and Differences
Among Eligible Options, Replacement Options and Amendment Options”) is incorporated herein
by reference.
(c) Trading and Market Price. The information set forth in the Offer to Exchange under
Section 9 (“Price Range of Common Stock”) is incorporated herein by reference.
ITEM 3 Identity and Background of Filing Person.
(a) Names and Address. The filing person is the issuer of the eligible options and the
replacement options. The information set forth under Item 2(a) above and the information
set forth in Appendix A to the Offer to Exchange is incorporated herein by reference.
ITEM 4 Terms of the Transaction.
(a) Material Terms. The information set forth in the Offer to Exchange under “Summary
of Terms,” Section 1 (“The Offer”), Section 2 (“Eligible Employees”), Section 3 (“Eligible
Options; Exchange Ratio”), Section 4 (“Purpose of the Offer”), Section 5 (“Procedures for
Electing to Exchange Options”), Section 6 (“Withdrawal Rights”), Section 7 (“Acceptance of
Eligible Options for Exchange and Cancellation; Grant of Replacement Options”), Section 8
(“Conditions of the Offer”), Section 9 (“Price Range of Common Stock”), Section 10 (“Source
and Amount of Consideration”), Section 11 (“Effect of Merger or Acquisition Before We Grant
Replacement Options”), Section 12 (“General Terms of Replacement Options and Differences
Among Eligible Options, Replacement Options and Amended Options”), Section 15 (“Status of
Replacement Options Acquired in the Offer; Accounting Consequences of the Offer”), Section
16 (“Legal Matters; Regulatory Approvals”), Section 17 (“Material U.S. Federal Income Tax
Consequences”) and Section 18 (“Extension of the Offer; Termination; Amendment”) is
incorporated herein by reference.
(b) Purchases. Members of PSC’s Board of Directors and its executive officers listed
on Annex A to the Offer to Exchange do not hold any eligible options and therefore are not
eligible to participate in the Offer. The information set forth in the Offer to Exchange
under Section 14 (“Interests of Directors and Officers; Transactions and Arrangements
Concerning Our Options”) is incorporated herein by reference.
ITEM 5 Past Contracts, Transactions, Negotiations and Agreements.
(a) Agreements Involving the Subject Company’s Securities. The information set forth
in the Offer to Exchange under Section 14 (“Interests of Directors and Officers;
Transactions and Arrangements Concerning Our Options”) is incorporated herein by reference.
The 1991 Plan and related form of stock option agreement for the eligible options (Exhibits
(d)(1) and (d)(2) hereto) contain information regarding the stock options subject to the
Offer.
ITEM 6 Purposes of the Transactions and Plans or Proposals.
(a) Purposes. This offer is being conducted for compensatory purposes as described in
the Offer to Exchange. The information set forth in the Offer to Exchange under Section 4
(“Purpose of the Offer”) is incorporated herein by reference.
3
(b) Use of Securities Required. The information set forth in the Offer to Exchange
under Section 7 (“Acceptance of Eligible Options for Exchange and Cancellation; Grant of
Replacement Options”) and Section 15 (“Status of Replacement Options Acquired in the Offer;
Accounting Consequences of the Offer”) is incorporated herein by reference.
(c) Plans. The information set forth in the Offer to Exchange under Section 4
(“Purpose of the Offer”) is incorporated herein by reference.
ITEM 7 Source and Amount of Funds or Other Consideration.
(a) Source of Funds. The information set forth in the Offer to Exchange under Section
10 (“Source and Amount of Consideration”) and Section 19 (“Fees and Expenses”) is
incorporated herein by reference.
(b) Conditions. The information set forth in the Offer to Exchange under Section 8
(“Conditions of the Offer”) is incorporated herein by reference.
(c) Borrowed Funds. Not applicable.
ITEM 8 Interest in Securities of Subject Company.
(a) Securities Ownership. The information set forth in the Offer to Exchange under
Section 14 (“Interests of Directors and Officers; Transactions and Arrangements Concerning
Our Options”) is incorporated herein by reference.
(b) Securities Transactions. The information set forth in the Offer to Exchange under
Section 14 (“Interests of Directors and Officers; Transactions and Arrangements Concerning
Our Options”) is incorporated herein by reference.
ITEM 9 Persons/Assets, Retained, Employed Compensated or Used.
(a) Solicitations or Recommendations. Not applicable.
ITEM 10 Financial Statements.
(a) Financial Information. The following information is hereby incorporated herein by
reference:
| |
• |
|
Item 8 and pages F-1 to F-47 of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2004, filed on March 9,
2005; and |
| |
| |
• |
|
Item 1, pages 1 to 14, of our Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2005, filed November 1, 2005. |
4
You may request a copy of this information, at no cost, by writing us at the following
address or calling us at the following telephone number:
2300 West Plano Parkway
Plano, Texas 75075
Attention: Investor Relations
(877) 737-6973
Also, the information set forth in the Offer to Exchange under Section 13 (“Information
Concerning PSC”) and Section 20 (“Additional Information”) is incorporated herein by
reference.
(b) Pro Forma Information. Not applicable.
ITEM 11 Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set
forth in the Offer to Exchange under Section 14 (“Interests of Directors and Officers;
Transactions and Arrangements Concerning Our Options”) and Section 16 (“Legal Matters;
Regulatory Approvals”) is incorporated herein by reference.
(b) Other Material Information. Not applicable.
| |
|
|
ITEM 12
|
|
Exhibits. |
|
|
|
(a)(1)(A)
|
|
Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated November
15, 2005. |
|
|
|
(a)(1)(B)
|
|
Letter of Transmittal. |
|
|
|
(a)(1)(C)
|
|
Form of Confirmation of Participation in the Offer. |
|
|
|
(a)(1)(D)
|
|
Form of Withdrawal of Participation in the Offer. |
|
|
|
(a)(1)(E)
|
|
Form of Cover Letter to Eligible Employees Regarding the Offer to Exchange Eligible Options. |
|
|
|
(a)(1)(F)
|
|
Form of Initial E-mail Notification to Eligible Employees Regarding the Offer to Exchange Eligible Options. |
|
|
|
(a)(1)(G)
|
|
Form of Reminder E-mail Notification to Eligible Employees Regarding the Offer to Exchange Eligible Options. |
|
|
|
(a)(1)(H)
|
|
Script for Conference Calls. |
|
|
|
(a)(2)
|
|
Not applicable. |
|
|
|
(a)(3)
|
|
Not applicable. |
|
|
|
(a)(4)
|
|
Not applicable. |
|
|
|
(a)(5)(A)
|
|
PSC’s Annual Report on Form 10-K for the period ended December 31, 2004, filed on March
9, 2005 (File No. 001-14773), is incorporated herein by reference. |
|
|
|
(a)(5)(B)
|
|
PSC’s Quarterly Report on Form 10-Q for the period ended September 30, 2005, filed on
November 1, 2005 (File No. 001-14773), is incorporated herein by reference. |
|
|
|
(b)
|
|
Not Applicable. |
5
| |
|
|
(d)(1)
|
|
Amended and Restated 1991 Stock Option Plan dated September 28, 2005. (Incorporated herein
by reference from Exhibit 10.7 to the Company’s Form 8-K dated September 28, 2005, filed on
October 4, 2005.) |
|
|
|
(d)(2)
|
|
Form of Solutions Performance Stock Option Agreement (Amended and Restated 1991 Stock Option Plan). |
|
|
|
(d)(3)
|
|
2001 Long-Term Incentive Plan. (Incorporated herein by reference from Exhibit 10.47 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.) |
|
|
|
(d)(4)
|
|
Form of Nonstatutory Stock Option Agreement for Replacement Options (2001 Long Term
Incentive Plan). |
|
|
|
(g)
|
|
Not Applicable. |
|
|
|
(h)
|
|
Not Applicable. |
ITEM 13 Information Required by Schedule 13e-3.
(a) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this Schedule TO is true, complete and correct.
| |
|
|
|
|
|
|
PEROT SYSTEMS CORPORATION |
|
|
|
|
|
|
|
|
|
/s/ Russell Freeman |
|
|
|
|
Russell Freeman |
|
|
|
|
Vice President and Chief Financial Officer |
|
|
Dated: November 15, 2005
6
EXHIBITS
| |
|
|
| EXHIBIT NUMBER |
|
DESCRIPTION |
(a)(1)(A)
|
|
Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated November
15, 2005. |
|
|
|
(a)(1)(B)
|
|
Letter of Transmittal. |
|
|
|
(a)(1)(C)
|
|
Form of Confirmation of Participation in the Offer. |
|
|
|
(a)(1)(D)
|
|
Form of Withdrawal of Participation in the Offer. |
|
|
|
(a)(1)(E)
|
|
Form of Cover Letter to Eligible
Employees Regarding the Offer to Exchange Eligible
Options. |
|
|
|
(a)(1)(F)
|
|
Form of Initial E-mail Notification to Eligible Employees Regarding the Offer to Exchange
Eligible Options. |
|
|
|
(a)(1)(G)
|
|
Form of Reminder E-mail Notification to Eligible Employees Regarding the Offer to
Exchange Eligible Options. |
|
|
|
(a)(1)(H)
|
|
Script for Conference Calls. |
|
|
|
(a)(2)
|
|
Not applicable. |
|
|
|
(a)(3)
|
|
Not applicable. |
|
|
|
(a)(4)
|
|
Not applicable. |
|
|
|
(a)(5)(A)
|
|
PSC’s Annual Report on Form 10-K for the period ended December 31, 2004, filed on March
9, 2005 (File No. 001-14773), is incorporated herein by reference. |
|
|
|
(a)(5)(B)
|
|
PSC’s Quarterly Report on Form 10-Q for the period ended September 30, 2005, filed on
November 1, 2005 (File No. 001-14773), is incorporated herein by reference. |
|
|
|
(b)
|
|
Not Applicable. |
|
|
|
(d)(1)
|
|
Amended and Restated 1991 Stock Option Plan dated September 28, 2005. (Incorporated herein
by reference from Exhibit 10.7 to the Company’s Form 8-K dated September 28, 2005, filed on
October 4, 2005.) |
|
|
|
(d)(2)
|
|
Form of Solutions Performance Stock Option Agreement (Amended and Restated 1991 Stock Option
Plan). |
|
|
|
(d)(3)
|
|
2001 Long-Term Incentive Plan. (Incorporated herein by reference from Exhibit 10.47 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.) |
|
|
|
(d)(4)
|
|
Form of Nonstatutory Stock Option Agreement for Replacement Options (2001 Long Term
Incentive Plan). |
|
|
|
(g)
|
|
Not Applicable. |
|
|
|
(h)
|
|
Not Applicable. |
7