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PeopleSupport, Inc. – IPO: ‘S-1/A’ on 9/22/04

On:  Wednesday, 9/22/04, at 5:29pm ET   ·   Accession #:  950129-4-7245   ·   File #:  333-115328

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/22/04  PeopleSupport, Inc.               S-1/A                  2:196K                                   Bowne - Houston/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Peoplesupport, Inc.- Amend.No.5 -                   HTML     84K 
                          Reg.No.333-115328                                      
 2: EX-10.7     Material Contract                                     36    160K 

SECURITIES AND EXCHANGE COMMISSION

Amendment No. 5

PeopleSupport, Inc.

1100 Glendon Ave., Suite 1250

Lance Rosenzweig

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o 

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The purpose of this Amendment No. 5 is to amend Exhibit 10.7 to the Registration Statement, as set forth in Item 16(a) of Part II.

PART II

Information Not Required in Prospectus

Item 13.     Other Expenses of Issuance and Distribution

      The following table sets forth the various expenses expected to be incurred by the Registrant in connection with the sale and distribution of the securities being registered hereby, other than underwriting discounts and commissions. All amounts are estimates except the Securities and Exchange Commission registration fee, the National Association of Securities Dealers, Inc. filing fee and the Nasdaq National Market listing fee.

      Section 145 of the Delaware General Corporation Law provides for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Act”). Article VIII. of the Registrant’s Amended and Restated Certificate of Incorporation (Exhibit 3.2 hereto) and Article 5 of the Registrant’s Amended and Restated Bylaws (Exhibit 3.4 hereto) provide for indemnification of the Registrant’s directors, officers, employees and other agents to the extent and under the circumstances permitted by the Delaware General Corporation Law. Upon the completion of this offering, the Registrant plans to enter into agreements with its directors and officers that will require the Registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent allowed. The Underwriting Agreement (Exhibit 1.1) provides for indemnification by the underwriters of the Registrant, its directors and officers, and by the Registrant of the underwriters, for certain liabilities, including liabilities arising under the Act and affords certain rights of contribution with respect thereto.

Item 15.     Recent Sales of Unregistered Securities

      1.     From January 25, 2001 through December 18, 2002, the Registrant granted options to purchase an aggregate of 1,361,821 shares of common stock at exercise prices ranging from $0.41 to $5.15 per share to employees, consultants and non-employee directors.

      2.     From January 29, 2003 through April 28, 2004, the Registrant granted options to purchase an aggregate of 639,493 shares of common stock at exercise prices ranging from $0.41 to $6.85 per share to employees, consultants and non-employee directors.

      3.     From January 2001 through May 14, 2004, the Registrant issued 204,664 shares of common stock upon exercise of options described above in paragraph 1 and payment of the exercise prices per share ranging from $0.41 to $5.15 per share.

      4.     On June 5, 2001, the Registrant granted warrants to purchase an aggregate of 3,835 shares of preferred stock at an exercise price of $15.65 per share to Imperial Bank.

II-1

      The options described in paragraphs 1 and 2 above were granted under the Registrant’s 1998 Incentive Stock Plan. At the time these options described in paragraph 1 were granted under the 1998 Incentive Stock Plan, the Registrant believed that each of the grants was exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of the exemption available under Rule 701 of the Securities Act of 1933 for securities offered under compensatory plans.

      At the time the options described in paragraph 2 were granted under the 1998 Incentive Stock Plan, the Registrant believed that each of the grants was exempt from the registration requirements of the Securities Act of 1933 by virtue of a “no-sale” theory under Section 5 of the Securities Act of 1933, since none of the option recipients provided any consideration for the grants (the sale of the underlying option shares will occur only when the option is exercised and the purchase price is paid to the Registrant). In addition, for option grants described in paragraph 2 that covered 160,478 shares, which were granted to individuals residing and located in the Philippines, the Registrant believed that each of these grants was exempt under Regulation S under the Securities Act for sale of securities to non-U.S. persons in offshore transactions. Each of the option recipients was a non-U.S. person at the time the options were granted. In addition, the Registrant has obtained appropriate representations and covenants to ensure compliance with the requirements of Regulation S.

      The shares described in paragraph 3 were issued upon exercise of certain options described in paragraph 1. The Registrant believes that at the time of the transaction, the transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as transactions by an issuer not involving any public offering. The recipients in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and instruments, as applicable, issued in such transactions. All recipients had adequate access, through their relationships with the Registrant, to information about the Registrant.

      The Registrant believes that the issuance of the warrants described in paragraph 4 was exempt from the registration requirements by virtue of Section 4(2) of the Securities Act and Regulation D promulgated thereunder as transactions by an issuer not involving any public offering. The recipient of securities in such transaction represented its intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. The sale of these securities were made without general solicitation or advertising. The recipient had adequate access, through its relationship with the Registrant, to information about the Registrant.

(a) Exhibits

Exhibit Index

II-2

II-3

      (b) Financial Statement Schedules

      The following financial statement schedule is a part of this registration statement and should be read in conjunction with our consolidated financial statements:

Independent Registered Public Accounting Firm Report on Schedule II

To Board of Directors

      The audits referred to in our report to PeopleSupport, Inc. dated May 3, 2004, except for Note 13, as to which the date is August 5, 2004, which is contained in the prospectus constituting part of this registration statement, included the related financial statement schedule shown below as of December 31, 2002 and 2003, and for the years then ended. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.

      In our opinion, such financial statement schedule presents fairly, in all material respects, the information set forth herein.

Los Angeles, California

Schedule II — Valuation and Qualifying Accounts (in thousands)

      Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

      The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 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

II-4

The undersigned registrant hereby undertakes that:

II-5

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, in the State of California, on September 22, 2004.

      Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on September 22, 2004:

II-6

EXHIBIT INDEX

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing		Date		Other Filings
Filed on:		9/22/04		None on these Dates
		8/5/04
		7/1/04
		5/14/04
		5/3/04
		4/28/04
		12/31/03
		12/15/03
		1/29/03
		1/2/03
		12/31/02
		12/18/02
		5/20/02
		12/31/01
		6/5/01
		1/25/01
		12/4/00
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Filing Submission 0000950129-04-007245   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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