SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PEERLESS SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-3732595
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2381 Rosecrans Avenue
El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following box. [x]
Securities Act registration statement file number to which this form relates:
333-09357
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 6, 1998, the Board of Directors of Peerless Systems
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock, par value $.001 per share, of the
Company ("Common Stock"). The distribution is payable to the stockholders of
record at the close of business on October 15, 1998. Each Right entitles the
registered holder to purchase from the Company one one thousandth of a share of
a series of the Company's preferred stock designated as Series A Junior
Participating Preferred Stock ("Preferred Stock") at a price of $35.50 per one
one thousandth of a share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Norwest Bank Minnesota, N.A., as
Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified in the
Rights Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (1) 10 business days following
a public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), other than as
a result of repurchases of stock by the Company or (2) 10 business days (or such
later date as the Board shall determine) following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person. Until the Distribution Date, (1) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (2) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference and (3) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.
The Rights are not exercisable until the Distribution Date and will
expire at 5:00 p.m. (New York City time) on October 15, 2008, unless such date
is extended or the Rights are earlier redeemed or exchanged by the Company as
described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.
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Except as otherwise determined by the Board of Directors, only shares of Common
Stock issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate and to otherwise
be in the best interests of the Company and its stockholders, after receiving
advice from one or more investment banking firms (a "Qualified Offer"), each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following the occurrence of the
event set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $35.50 per Right, each Right not
owned by an Acquiring Person (or certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $71.00
worth of Common Stock (or other consideration, as noted above) for $35.50.
Assuming that the Common Stock had a per share value of $7.10 at such time, the
holder of each valid Right would be entitled to purchase 10 shares of Common
Stock for $35.50.
In the event that, on or at any time after a Stock Acquisition Date,
the Company (1) engages in a merger or other business combination transaction
(in which the Company is not the surviving corporation (other than with an
entity which acquired the shares pursuant to a Qualified Offer)), (2) the
Company engages in a merger or other business combination transaction in which
the Company is the surviving corporation and any shares of the Company's Common
Stock are changed into or exchanged for other securities or assets) or (3) 50%
or more of the assets, cash flow or earning power of the Company and its
subsidiaries (taken as a whole) are sold or transferred, each holder of a Right
(except as noted below) shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring Company which at the time of such
transaction would have a market value (determined as provided in the Rights
Agreement) of two times the exercise price of the Right. The events set forth in
this para graph and in the second preceding paragraph are referred to as the
"Triggering Events."
Up to and including the tenth business day after a Stock Acquisition
Date, the Company may redeem the rights in whole, but not in part, at a price of
$.01 per Right, (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of
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Directors). Promptly upon the action of the Board of Directors of the Company
electing to redeem the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the $.01 redemption price.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, for
Common Stock at an exchange ratio of one share of Common Stock, or one one-
thousandth of a share of Preferred Stock (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company or in the event of the redemption of the
Rights as set forth above.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement. The foregoing notwithstanding, no amendment
may be made at such time as the Rights are not redeemable.
As of September 30, 1998, there were 11,037,314 shares of Common Stock
of the Company issued and outstanding and no shares of Common Stock of the
Company in the treasury. As of September 30, 1998, options to purchase 1,689,821
shares of Common Stock were outstanding. Each share of Common Stock of the
Company outstanding at the close of business on October 15, 1998, will receive
one Right. So long as the Rights are attached to the Common Stock, one
additional Right (as such number may be adjusted pursuant to the provisions of
the Rights Agreement) shall be deemed to be delivered for each share of Common
Stock issued or transferred by the Company in the future. In addition, following
the Distribution Date and prior to the expiration or redemption of the Rights,
the Company may issue Rights when it issues Common Stock only if the Board deems
it to be necessary or appropriate, or in connection with the issuance of shares
of Common Stock pursuant to the exercise of stock options or under employee
plans or upon the exercise,
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conversion or exchange of certain securities of the Company. Fifty thousand
shares of Preferred Stock are initially reserved for issuance upon exercise of
the Rights.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company in a manner which causes the Rights to become discount Rights unless the
offer is conditional on a substantial number of Rights being acquired. The
Rights, however, should not affect any prospective offeror willing to make an
offer at a price that is fair and not inadequate and otherwise in the best
interest of the Company and its stock holders. The Rights should not interfere
with any merger or other business combination approved by the Board since the
Board may, at its option, at any time until ten days following the Stock
Acquisition Date redeem all but not less than all the then outstanding Rights at
the Redemption Price.
In addition, certain provisions of the Company's Certificate of
Incorporation and Bylaws may have anti-takeover effects. The Certificate of
Incorporation provides, among other things, that stockholder may act only at a
stockholders' meeting and not by written consent. The Bylaws of the Company
provide, among other things, that stock holders wishing to nominate a director
or make other proposals at an annual meeting give advance written notice of such
nomination not earlier than 90 days and not later than 60 days before of the
first anniversary of the previous year's annual meeting. In connection with its
declaration of the Rights dividend and adoption of the Rights Agreement, the
Board of Directors also adopted an amendment to the Bylaws eliminating the
right of stockholders to call a special meeting of stockholders.
The Rights Agreement specifying the terms of the Rights is attached
hereto as an exhibit and incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibit.
ITEM 2 EXHIBITS.
1. Rights Agreement, dated as of October 7, 1998, between Peerless Systems
Corporation and Norwest Bank Minnesota, N.A., as Rights Agent, including
the form of Rights Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Stock as Exhibit C. Pursuant to the Rights Agreement,
printed Rights Certificates will not be mailed until after the
Distribution Date (as defined in the Rights Agreement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PEERLESS SYSTEMS CORPORATION
By: /s/ Edward A. Gavaldon
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Edward A. Gavaldon
President and Chief Executive Officer
Date: October 8, 1998
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EXHIBIT INDEX
Exhibit Description
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1 Rights Agreement, dated as of October 7, 1998, between Peerless
Systems Corporation and Norwest Bank Minnesota, N.A., as Rights
Agent, including the form of Rights Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Stock as Exhibit C. Pursuant
to the Rights Agreement, printed Rights Certificates will not be
mailed until after the Distribution Date (as defined in the Rights
Agreement)