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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2001
Peerless Systems Corporation,
a Delaware Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-21287 95-3732595
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
2381 Rosecrans Avenue, El Segundo, California 90245
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 536-0908
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Effective as of April 27, 2001, Peerless Systems Corporation (the
"Company") entered into an agreement, a copy of which is attached hereto as
Exhibit 99(A), with the State of Wisconsin Investment Board ("SWIB") to resolve
a lawsuit filed against the Company and its former Chief Executive Officer in
December 1999 (the "Settlement Agreement"). The lawsuit centered on the passage
by the Company's stockholders in 1999 of a proposal increasing the Company's
stock option plan by 1.0 million shares to enable the Company to remain
competitive in hiring and retaining key people. Pursuant to the Settlement
Agreement, all disputed claims among the parties have been settled and no
liability or wrongdoing or fault was admitted or acknowledged.
The Company determined that it was in the best interests of the Company to
conclude the litigation with SWIB in order to free up 750,000 of the restricted
1.0 million stock options approved by its stockholders at the 1999 Stockholders
Meeting, and to eliminate the costs of proceeding to trial. Also pursuant to the
Settlement Agreement, the Company agreed to amend its bylaws and formalize
certain internal procedures that had been generally followed by the Company in
the past, such as, but not limited to, not re-pricing options outstanding or
issuing options at below fair market value. The Company also agreed to pay SWIB
$375,000 for a portion of its legal fees.
In accordance with the Settlement Agreement, on May 23, 2001 the board of
directors of the Company adopted amended and restated bylaws, a copy of which is
attached hereto as Exhibit 99(B), in which the following sections of the
Company's bylaws were amended: Sections 5(c), 15(b), 15(c), 17, 18, 23, 24(b),
24(c)(i), 24(c)(ii), 24(e), 24(f), 44(a) and 44(b).
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit No. Description
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Ex. 99(A) Settlement Agreement and Mutual Release, effective as of
April 27, 2001, by and among the State of Wisconsin
Investment Board, Peerless Systems Corporation and Edward A.
Gavaldon.
Ex. 99(B) Amended and Restated Bylaws of Peerless Systems Corporation.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Peerless Systems Corporation,
a Delaware corporation
Date: June 8, 2001 By: /s/ Howard Nellor
Howard Nellor
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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Ex. 99(A) Settlement Agreement and Mutual Release, effective as of
April 27, 2001, by and among the State of Wisconsin
Investment Board, Peerless Systems Corporations and Edward A.
Gavaldon.
Ex. 99(B) Amended and Restated Bylaws of Peerless Systems Corporation.