UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 SEC FILE NUMBER
0000897893
FORM 12b-25 ____________
CUSIP NUMBER
NOTIFICATION OF LATE FILING ____________
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: July 31, 2008
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
______________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
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PART I -- REGISTRANT INFORMATION
Peerless Systems Corporation
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Full Name of Registrant
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Former Name if Applicable
2381 Rosecrans Avenue
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Address of Principal Executive Office (Street and Number)
El Segundo, California 90245[GRAPHIC OMITTED]
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City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Peerless Systems Corporation (the "Company") was unable to furnish the
certifications of the Company's principal executive officer for the Company's
Quarterly Report on form 10-Q for the period ended July 31, 2008 on or before
the September 15, 2008 prescribed due date. The Company intends to file the form
10-Q as promptly as practicable, and expects that such filing will be made by
the September 22, 2008 extended deadline.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William Neil 310 536-0908
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed ? If answer
is no, identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On April 30, 2008, the Company consummated the transactions (collectively, the
"Transactions") contemplated by that certain Asset Purchase Agreement, dated as
of January 9, 2008, between Kyocera Mita Corporation ("KMC") and the Company,
pursuant to which the Company sold substantially all of its intellectual
property to KMC (the "IP"), transferred to KMC thirty eight (38) of its
employees, licensed the IP back from KMC on a nonexclusive, worldwide, perpetual
and royalty free basis subject to certain restrictions, agreed to sublease
office space to a subsidiary of KMC and terminated substantially all of its
existing agreements with KMC.
As a result of the Transactions, and certain other factors, the Company's
results of operations for the period ended July 31, 2008 were significantly
changed from the corresponding period ended July 31, 2007. The Company's net
income in the first six months of fiscal year 2009 was $15.0 million, or $0.84
per basic share and $0.81 per diluted share, compared to a net income of $0.4
million, or $0.02 per basic share and $0.02 per diluted share, in the first six
months of fiscal year 2008.
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Peerless Systems Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 16, 2008 By: /s/ William Neil
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Chief Financial Officer