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As filed with the Securities and Exchange Commission on February 20, 1998
Registration No. 333-39891
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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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Richard T. Nelson
VICE PRESIDENT AND GENERAL COUNSEL
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.
Robert F. Kornegay, Esq.
Mark B. Baudler, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF SALE TO THE PUBLIC:
November 21, 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. /X/
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 November 19, 1997, the Registrant filed its Registration Statement on
Form S-1 (File No. 333-39891) covering 1,301,419 shares of the Registrant's
Common Stock (the "Shares") to be sold by certain stockholders of the
Company (the "Selling Stockholders"). Under a Declaration of Registration
Rights, dated September 19, 1997, the Registrant had agreed, as a covenant to
the Selling Stockholders in connection with the Registrant's acquisition of
United Software, Inc., to register the Shares and maintain the effectiveness
of such Registration Statement for a period of at least 90 days (the
"Effective Period").
On November 21, 1997, the Commission declared the Registration Statement
effective.
Pursuant to the Registrant's undertaking under Item 512(a)(3) of
Regulation S-K in connection with the Registration Statement, Registrant
agreed to remove from registration by means of a post-effective amendment
any of the Shares registered which remained unsold at the termination of the
offering.
The Effective Period terminated on February 19, 1998.
Accordingly, the Registrant hereby de-registers an aggregate of 426,184
shares of its Common Stock registered pursuant to the Registration Statement,
which were not sold during the Effective Period.
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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
February 1998.
PEREGRINE SYSTEMS, INC.
By: /S/ STEVEN P. GARDNER
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Steven P. Gardner
Executive Vice President and
Acting 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
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ STEVEN P. GARDNER Executive Vice President and February 19, 1998
Acting Chief Executive Officer
- -------------------------------------- (Principal Executive Officer)
(Steven P. Gardner)
/S/ DAVID A. FARLEY Chief Financial Officer (Principal Financial February 19, 1998
- -------------------------------------- and Accounting Officer) and Director
(David A. Farley)
/S/ JOHN J. MOORES* Chairman of the Board of Directors February 19, 1998
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(John J. Moores)
/S/ CHRISTOPHER A. COLE* Director February 19, 1998
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(Christopher A. Cole)
/S/ RICHARD A. HOSLEY II* Director February 19, 1998
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(Richard A. Hosley II)
/S/ CHARLES E. NOELL III* Director February 19, 1998
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(Charles E. Noell)
/S/ NORRIS VAN DEN BERG* Director February 19, 1998
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(Norris van den Berg)
*BY: /S/ DAVID A. FARLEY
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(David A. Farley)
Attorney-in Fact
</TABLE>
