PERITUS SOFTWARE SERVICES INC
8-K, 1999-04-20
COMPUTER PROGRAMMING SERVICES
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<PAGE>
 
                      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 2, 1999

                       COMMISSION FILE NUMBER 000-22647
                       --------------------------------

                        PERITUS SOFTWARE SERVICES, INC.
                        ------------------------------ 
              (Exact Name of Registrant as Specified in Charter)


       Massachusetts                                           04-3126919
- -------------------------                             ------------------------- 
(State or Other                                            (I.R.S. Employer
Jurisdiction of Incorporation)                             Identification No.)




Two Federal Street, Billerica, Massachusetts                   01821-3540
- --------------------------------------------          --------------------------
  (Address of Principal Executive Offices)                     (Zip Code)

                                        

                                (978) 670-0800
                                --------------
             (Registrant's Telephone Number, Including Area Code)

                                Not Applicable
                                --------------
             (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)
<PAGE>
 
Item 5.  Other Events.
         -------------

On April 2,1999, Peritus Software Services, Inc. (the "Company") announced that
Dominic K. Chan resigned his offices as President and Chief Executive Officer
and as a member of the Board of Directors of the Company. The Board of Directors
immediately appointed John Giordano, the Company's Chief Financial Officer and
Vice President, Finance to the additional positions of  President and Chief
Executive Officer.

The Company also announced that it was reducing its workforce by approximately
40 people. The reductions are concentrated in the areas of Sales, Marketing, and
Year 2000 delivery. There are no reductions in the area of outsourcing service
delivery. After the reductions, the Company will have limited Sales resources
and limited Year 2000 resources outside of what is required to meet current
support obligations. The restructuring charge associated with the reduction is
estimated to be $250,000.


The details of the announcement are set forth in Exhibit 99 attached hereto.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         -------------------------------------------------------------------

(a)  Financial Statements.

     None.

(b)  Pro Forma Financial Information.

     None.

(c)  Exhibits.

     99.  Press Release dated April 2, 1999.

                                  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.

Dated:  April 20, 1999

                                    Peritus Software Services, Inc.

                                    By: /s/ John  Giordano
                                        ----------------------------------------
                                    Name:  John  Giordano
                                    Title: President and Chief Financial Officer
<PAGE>
 
                                 EXHIBIT INDEX


EXHIBIT NO.                   DESCRIPTION
- ----------                    -----------

    99            Press Release dated April 2, 1999

<PAGE>
 
Exhibit 99
                                    Peritus Software Services, Inc.
                                    For Immediate Release


 PERITUS SOFTWARE SERVICES, INC.  ANNOUNCES THE RESIGNATION OF DOMINIC CHAN, 
     THE APPOINTMENT OF JOHN GIORDANO AND DETAILS OF ITS STAFF REDUCTIONS


BILLERICA, MA.  April 2, 1999  Peritus Software Services, Inc.
(OTC: PTUS), a provider of solutions for software maintenance, today announced
that Dominic Chan has resigned as President and Chief Executive Officer and as a
member of the Company's Board of Directors effective immediately.   Mr. Chan has
informed the Company that he intends to consider making an offer to the Company
to purchase certain of the Company's assets.  John Giordano, the Company's Chief
Financial Officer, will assume the additional position of President and Chief
Executive Officer.

The Company also reported that it is reducing its workforce by approximately 
40 people. The reductions are concentrated in the areas of Sales, Marketing, and
Year 2000 delivery. There are no reductions in the area of outsourcing service
delivery. After the reductions, the Company will have limited Sales resources
and limited Year 2000 resources outside of what is required to meet current
support obligations. The restructuring charge associated with the reduction is
estimated to be $ 250,000.

About Peritus

Founded in 1991, Peritus Software Services, Inc. is a provider of software
maintenance outsourcing services.  The Peritus Software Asset Maintenance (SAM)
offerings enable organizations to transform the maintenance process into an
efficient, cost-effective discipline that boosts productivity and performance.
SAM offerings include customized services for software providers and information
systems organizations.  Peritus is headquartered in Billerica, MA.  For more
information, see the Peritus web site at http://www.peritus.com.

This press release may contain certain forward-looking statements, which involve
risks and uncertainties. The Company's actual results may differ materially from
the results discussed in such statements. Certain factors that could cause
actual results to differ materially from those discussed in such forward-looking
statements include the risks described in the Company's Annual Report on Form
10-K for the year ended December 31, 1997, the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998, and 
<PAGE>
 
other public filings made by Peritus with the Securities and Exchange
Commission, which factors are incorporated herein by reference.

Contact:  Ron Garabedian
      Director of Finance
      Peritus Software Services, Inc.
      978-670-2500
      Fax: 978-670-2060
      Internet: [email protected]
                ---------------------

Peritus is a registered trademark and Software Asset Maintenance is a service
mark of Peritus Software Services, Inc.
Peritus Software Services, Inc.


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