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 11, 2001
Peerless Systems Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-21287 95-3732595
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2381 Rosecrans Avenue
El Segundo, California 90245
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 536-0908
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On April 11, 2001, the registrant entered into a settlement agreement with
Gordon L. Hanson, relating to a suit filed by the registrant against Mr. Hanson
on July 12, 2000 in the United States District Court for the Central District of
California. The registrant dismissed this suit on April 19, 2001. Pursuant to
the settlement agreement, Mr. Hanson agreed that he will not disclose any
confidential or proprietary information of the registrant, nor, during the
period beginning April 11, 2001 and ending December 20, 2001, in North America
or Asia, enter the employ of, render services to, or engage in certain specified
business with, certain agreed upon competitors of the registrant. Subject to
certain limitations, the registrant agreed that it will, at Mr. Hanson's option,
during the six month period beginning April 11, 2001 purchase at a price of
$0.75 per share, the shares of the registrant received by Mr. Hanson pursuant to
the merger agreement, dated December 7, 1999, under which the registrant
acquired HDE, Inc. The registrant also agreed to register the sale of Mr.
Hanson's shares under the Securities Act of the 1933, as amended, within three
weeks of the date of the settlement agreement pursuant to the terms of a
registration rights agreement previously entered into by the registrant and Mr.
Hanson. The settlement agreement also provides for a release by Mr. Hanson and
the registrant of any claims that either may have against the other for any
event arising on or before April 11, 2001.
SIGNATURES
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
Date: April 25, 2001 By: /s/ Howard Nellor
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Howard Nellor
President and Chief Executive Officer