 | Peerless Systems Corporation 300 Atlantic St., Suite 301 Stamford, CT 06901 |
November 22, 2011 |
Ms. Peggy Kim
Special Counsel
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
Re: Moduslink Global Solutions, Inc. (the “Company”)
Revised Preliminary Proxy Statement
Filed by Peerless Systems Corporation et al.
Filed on November 15, 2011
File No. 1-35319
Dear Ms. Kim:
Reference is made to the Revised Preliminary Proxy Statement (“RPPS”) filed on November 15, 2011 with the Securities and Exchange Commission (the “Commission”) by Peerless Systems Corporation, Timothy E. Brog and Jeffrey S. Wald (collectively, the “Peerless Group”), in connection with the Peerless Group’s solicitation of proxies from the stockholders of the Company for use at its 2011 Annual Meeting of Stockholders.
As discussed on the telephone earlier today, submitted for your review is (i) a memorandum, attached as Annex A hereto, setting forth Peerless’ responses to your comments made by letter dated November 17, 2011 and (ii) four pages that have been marked to show changes from the RPPS. For your convenience, each of the numbered paragraphs in Annex A corresponds to the numbered comment in the Staff’s comment letter.
The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments.
| Very truly yours, | |||
| PEERLESS SYSTEMS CORPORATION | |||
| By: |  | ||
| Timothy Brog | |||
| Chief Executive Officer and General Counsel | |||
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| Peerless Systems Corporation 300 Atlantic St., Suite 301 Stamford, CT 06901 |
Annex A
Peerless’ Responses to Comments
Transmitted by Letter dated November 17, 2011
Preliminary Proxy Statement
Background of the Proxy Solicitation, page 10
| 1. | We note your response to comment one in our letter dated November 2, 2011; however, we reissue that part of our comment asking you to describe the material details of any discussions. Please revise to describe the substance of the discussions on October 6 and November 5, 2011. Please also continue to update this section. |
The requested disclosure has been made on pages 10 and 11.
Additional Information, page 16
| 2. | We note your response to comment three in our letter dated November 2, 2011. Because Mr. Brog is Chairman and CEO and Mr. Wald is a director of Peerless, each appears to beneficially own the shares of ModusLink held by Peerless. Refer to Rule 13d-3. Please revise to disclose each nominee’s beneficial ownership in ModusLink. Refer to Item 5(b)(1)(iv) of Schedule 14A. |
The requested disclosure has been made on page 17.
Form of Proxy
| 3. | We note your response to comment 11 in our letter dated November 2, 2011; however, we reissue our comment. Please revise to add that the proxy is not being solicited on behalf of the registrant’s board of directors. |
The requested disclosure has been made on page 23.
| 4. | We note that the “proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Annual Meeting.” Please revise to omit the phrase “the sooner of one year from the date indicated on the reverse side” since it appears to be inconsistent with Rule 14a-4(d)(2) and (3). |
The disclosure has been revised on page 23.
