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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): December 19, 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.
On December 19, 2001, Peerless Systems Corporation (the "Registrant")
announced in a press release, dated December 19, 2001, that it is negotiating a
non-binding term sheet in connection with a proposed management buyout of its
wholly owned subsidiary, Netreon, Inc. Pursuant to the proposed terms of the
management buyout, the Registrant will acquire a minority percentage in the
resulting company. There is no assurance that the transaction will be completed,
or will be completed consistent with the parameters previously announced.
A copy of the Registrant's press release issued on December 19, 2001 is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Further, effective December 19, 2001, Adam Au resigned from the board of
directors of the Registrant to lead a team of investors pursuing the proposed
management buyout.
Mr. Au contemplates selling approximately 400,000 shares
of the Registrant's common stock to assist in financing his possible acquisition
of an interest in Netreon, Inc.
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 99.1 Press Release of the Registrant dated December
19, 2001
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Peerless Systems Corporation,
a Delaware corporation
Date: December 20, 2001 By: /s/ Howard J. Nellor
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Howard J. Nellor
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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Ex. 99.1 Press Release of the Registrant dated as of December 19, 2001