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As filed with the Securities and Exchange Commission on February 10, 1997
Registration No. 333-21483
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEREGRINE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 7372 95-3773312
(state or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
Peregrine Systems, Inc.
12670 High Bluff Drive
San Diego, California 92130
(619) 481-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Alan H. Hunt
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Peregrine Systems, Inc.
12670 High Bluff Drive
San Diego, California 92130
(619) 481-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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COPIES TO:
Douglas H. Collom, Esq. Frederick T. Muto, Esq.
Robert F. Kornegay, Esq. Eric J. Loumeau, Esq.
Mark B. Baudler, Esq. Blake T. Bilstad, Esq.
WILSON SONSINI GOODRICH & ROSATI COOLEY GODWARD LLP
Professional Corporation 4365 Executive Drive
650 Page Mill Road Suite 1100
Palo Alto, CA 94304 San Diego, CA 92121
(415) 493-9300 (619) 550-6000
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APPROXIMATE DATE OF COMMENCEMENT OF SALE TO THE PUBLIC:
April 8, 1997
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If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the following box. / /
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. / /
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SUPPLEMENTAL NOTE
On February 10, 1997, the Registrant filed its Registration Statement on
Form S-1 (File No. 333-21483) covering 3,450,000 shares of the Registrant's
Common Stock, including 450,000 shares subject to an over-allotment option to be
granted to the Underwriters upon the effectiveness of the Registration
Statement.
On April 7, 1997, the Registrant filed Amendment No. 5 to the Registration
Statement reducing the number of shares to be registered thereunder to
2,760,000, including 2,400,000 shares to be purchased and sold by the
Underwriters and 360,000 shares subject to an over-allotment option to be
granted to the Underwriters upon the effectiveness of the Registration
Statement.
On April 8, 1997, the Commission declared the Registration Statement
effective.
Pursuant to the Underwriting Agreement dated April 8, 1997, the
Underwriters agreed to purchase from the Registrant 2,300,000 shares of Common
Stock, and the Registrant granted the Underwriters an over-allotment option to
acquire 345,000 shares of Common Stock as more fully described under the caption
"Underwriters" in the prospectus forming a part of the Registration Statement.
On April 9, 1997, the Company filed its form of final prospectus with the
Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as
amended (the "Securities Act"). In reliance on Rule 462(b) of the Securities
Act and as previously approved by the Staff of the Commission, the form of
prospectus filed under Rule 424(b)(4) reflected a reduction in the number of
shares sold by the Underwriters from 2,400,00 from 2,300,000 and the number of
shares subject to the Underwriters' over-allotment option from 360,000 to
345,000.
The Underwriter's over-allotment option expired unexercised on May 8, 1997.
Accordingly, the Registrant hereby de-registers an aggregate of 460,000
shares of its Common Stock registered pursuant to the Registration Statement,
consisting of (i) the additional 100,000 shares of Common Stock not sold by the
Underwriters in the offering but identified for sale in the prospectus at the
time the Registration Statement became effective and (ii) the 360,000 shares of
Common Stock indicated in the such prospectus as being subject to the
Underwriters' over-allotment option.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post- Effective Registration Statement on
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on the 19th day of
May 1997.
PEREGRINE SYSTEMS, INC.
By: /S/ ALAN H. HUNT*
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Alan H. Hunt
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ ALAN H. HUNT* President and Chief Executive Officer May 19, 1997
- -------------------------------------- (Principal Executive Officer) and Director
(Alan H. Hunt)
/S/ DAVID A. FARLEY Chief Financial Officer (Principal Financial May 19, 1997
- -------------------------------------- and Accounting Officer) and Director
(David A. Farley)
/S/ JOHN J. MOORES* Chairman of the Board of Directors May 19, 1997
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(John J. Moores)
/S/ CHRISTOPHER A. COLE* Director May 19, 1997
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(Christopher A. Cole)
/S/ RICHARD A. HOSLEY II* Director May 19, 1997
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(Richard A. Hosley II)
/S/ CHARLES E. NOELL III* Director May 19, 1997
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(Charles E. Noell)
/S/ NORRIS VAN DEN BERG* Director May 19, 1997
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(Norris van den Berg)
*BY: /S/ DAVID A. FARLEY
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(David A. Farley)
Attorney-in Fact
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