<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PEREGRINE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-3773312
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
</TABLE>
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)
1994 STOCK OPTION PLAN
(Full title of the plan(s))
------------------------
RICHARD T. NELSON
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
PEREGRINE SYSTEMS, INC.
12670 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
(619) 481-5000
(Name, address, and telephone number, including area code, of agent for service)
------------------------
Copy to:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
MAXIMUM AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
To be issued under the 1994 Stock
Option Plan......................... 1,158,000 shares $28.3125(2) $32,785,875.00 $9,671.84
TOTAL............................... 1,158,000 shares $32,785,875.00 $9,671.84
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into two subtotals.
(2) Computed in accordance with Rule 457(h) and 457(c) under the Securities Act.
Such computation is based on the estimated exercise price of $28.3125 per
share covering the authorized but unissued shares under the Company's 1994
Stock Option Plan being registered hereunder. The estimated exercise price
of $28.3125 per share was computed in accordance with Rule 457 by averaging
the high and low bid prices of shares of Common Stock of the Company as
reported in the Nasdaq National Market on October 8, 1998.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
The contents of the Registrant's Registration Statements on Form S-8/S-3 as
filed with the Commission on October 3, 1997 (File No. 333-37105) and on January
22, 1998 (File No. 333-44699) (the "Prior Form S-8s") are incorporated herein by
reference. Unless otherwise specified, capitalized terms herein shall have the
meanings ascribed to them in such Prior Form S-8s.
The Company is registering 1,158,000 shares of its Common Stock under this
Registration Statement all of which are reserved for issuance under the
Company's 1994 Stock Option Plan, as amended (the "1994 Plan"). Under the Prior
Form S-8s, the Company registered 4,998,750 shares of its Common Stock that had
been or were eligible to be issued under the 1994 Plan.
i
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.3(a) 1994 Stock Option Plan, as amended through July 1998
10.3(b) 1995 Stock Option Plan for French Employees (a supplement to the 1994
Stock Option Plan)
23.1 Consent of Arthur Andersen, LLP, Independent Public Accountants (relating
to financial statements of Peregrine Systems, Inc.)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants (relating
to financial statements of Innovative Tech Systems, Inc.)
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (See page (ii))
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on this 9th day of
October, 1998.
<TABLE>
<S> <C> <C>
PEREGRINE SYSTEMS, INC.
By: /s/ DAVID A. FARLEY
-----------------------------------------
David A. Farley
CHIEF FINANCIAL OFFICER
</TABLE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David A. Farley and Richard T. Nelson, and each
of them, as his or her attorney-in-fact, with full power of substitution in
each, for him or her in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
President and Chief
/s/ STEPHEN P. GARDNER Executive Officer
- ------------------------------ (Principal Executive October 9, 1998
Stephen P. Gardner Officer) and Director
/s/ DAVID A. FARLEY Chief Financial Officer
- ------------------------------ (Principal Financial October 9, 1998
David A. Farley Officer) and Director
/s/ JOHN J. MOORES
- ------------------------------ Chairman of the Board of October 9, 1998
John J. Moores Directors
/s/ CHRISTOPHER A. COLE
- ------------------------------ Director October 9, 1998
Christopher A. Cole
/s/ RICHARD A. HOSLEY, II
- ------------------------------ Director October 9, 1998
Richard A. Hosley, II
/s/ CHARLES E. NOELL, III
- ------------------------------ Director October 9, 1998
Charles E. Noell, III
/s/ NORRIS VAN DEN BERG
- ------------------------------ Director October 9, 1998
Norris Van Den Berg
/s/ MATTHEW GLESS
- ------------------------------ Principal Accounting October 9, 1998
Matthew Gless Officer
</TABLE>
II-2
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
October 9, 1998
Peregrine Systems, Inc.
12670 High Bluff Drive
San Diego, California 92130
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about October 9, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 3,000,000 shares of your
Common Stock issuable under the Peregrine Systems, Inc. 1994 Stock Option Plan.
Such shares of Common Stock are referred to herein as the "Shares," and the plan
are referred to herein as the "Plan." As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in the
Plan and pursuant to the agreements which accompany each grant under the Plan,
the Shares will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
PEREGRINE SYSTEMS, INC.
1994 STOCK OPTION PLAN
(AS AMENDED THROUGH JULY 16, 1998)
1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or non-statutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "ADMINISTRATOR" means the Board or any of its Committees appointed
pursuant to Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws
of any foreign country or jurisdiction where Options are, or will be,
granted under the Plan.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" means a Committee appointed by the Board of Directors in
accordance with Section 4 of the Plan.
(f) "COMMON STOCK" means the Common Stock of the Company.
(g) "COMPANY" means Peregrine Systems, Inc., a Delaware corporation.
(h) "CONSULTANT" means any person, including an advisor, who is engaged
by the Company or any Parent or Subsidiary to render services and is
compensated for such services.
(i) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means that the
employment or consulting relationship or directorship is not interrupted or
terminated by the Employee, Consultant or Director or the Company, or any
Parent or Subsidiary. Continuous Status as an Employee, Director, or
Consultant shall not be considered interrupted in the case of: (i) any leave
of absence approved by the Company, including sick leave, military leave, or
any other personal leave; provided, however, that for purposes of Incentive
Stock Options, no such leave may exceed ninety (90) days, unless
reemployment upon the expiration of such leave is guaranteed by contract
(including certain Company policies) or statute; provided, further, that on
the ninety-first (91st) day of any such leave (where reemployment is not
guaranteed by contract or statute) the Optionee's Incentive Stock Option
shall cease to be treated as an Incentive Stock Option and will be treated
for tax purposes as a Nonstatutory Stock Option; or (ii) transfers between
locations of the Company or between the Company, its Parent, its
Subsidiaries or its successor.
(j) "DIRECTOR" shall mean a member of the Board.
(k) "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.
(l) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. The
payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.
1
<PAGE>
(m) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(n) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the National
Market System or the Nasdaq SmallCap Market of the Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported, as quoted on such exchange or
system for the last market trading day prior to the time of
determination) as reported in THE WALL STREET JOURNAL or such other
source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market
Value shall be the mean between the high bid and low asked prices for the
Common Stock on the last market trading day prior to the day of
determination, as reported in THE WALL STREET JOURNAL or such other
source as the Administrator deems reliable or;
(iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator.
(o) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.
(p) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.
(q) "NOTICE OF GRANT" means a written notice evidencing certain terms
and conditions of an individual Option grant. The Notice of Grant is part of
the Option Agreement.
(r) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(s) "OPTION" means a stock option granted pursuant to the Plan.
(t) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the
Plan.
(u) "OPTIONED STOCK" means the Common Stock subject to an Option.
(v) "OPTIONEE" means an Employee, Director, or Consultant who receives
an Option.
(w) "PARENT" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(x) "PLAN" means this 1994 Stock Option Plan, as amended.
(y) "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect
to the Plan.
(z) "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 11 below.
(aa) "SUBSIDIARY" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 6,148,000, plus an annual increase, effective January 1 of
each calendar year beginning January 1, 1999 and ending January 1, 2003,
2
<PAGE>
equal to such number of additional Shares of Common Stock as may then be
required to fix the number of Shares of Common Stock then available for new
Option grants at an amount not less than the lesser of (i) four percent (4%) of
the Company's then issued and outstanding Common Stock or (ii) 4,000,000 Shares.
The Shares may be authorized, but unissued, or reacquired Common Stock. If an
Option should expire or become unexercisable for any reason without having been
exercised in full, the unpurchased Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for future grant
under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE.
(i) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be administered by
different Committees with respect to different Optionees.
(ii) SECTION 162(m). To the extent that the Administrator determines
it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of
the Code, the Plan shall be administered by a Committee of two or more
"outside directors" within the meaning of Section 162(m) of the Code.
(iii) RULE 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption
under Rule 16b-3.
(iv) OTHER ADMINISTRATION. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan
and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any stock exchange upon which the
Common Stock is listed, the Administrator shall have the authority, in its
discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(m) of the Plan;
(ii) to select the Consultants, Directors, and Employees to whom
Options may from time to time be granted hereunder;
(iii) to determine whether and to what extent Options are granted
hereunder;
(iv) to modify or amend each Option, including the discretionary
authority to extend the post-termination exercisability period of Options
longer than is otherwise provided for in the Plan;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time
or times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Option of the shares of
Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;
(vii) to determine whether and under what circumstances an Option may
be settled in cash under Section 9 instead of Common Stock;
3
<PAGE>
(viii) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock covered by
such Option has declined since the date the Option was granted;
(ix) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market Value
equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All elections by an Optionee to
have Shares withheld for this purpose shall be made in such form and
under such conditions as the Administrator may deem necessary or
advisable;
(x) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan; and
(xi) to prescribe, amend, and rescind rules and regulations relating
to the Plan, including rules and regulations relating to subplans
established for the purpose of qualifying for preferred tax treatment
under foreign tax laws.
(c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations,
and interpretations of the Administrator shall be final and binding on all
Optionees and any other holders of any Options.
5. ELIGIBILITY.
(a) Nonstatutory Stock Options may be granted to Employees, Directors,
and Consultants. Incentive Stock Options may be granted only to Employees.
An Employee, Director, or Consultant who has been granted an Option may, if
otherwise eligible, be granted additional Options.
(b) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair
Market Value of the Shares underlying Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year
(under all plans of the Company or any Parent or Subsidiary) in excess of
$100,000, such excess shall be treated as Nonstatutory Stock Options.
(c) For purposes of Section 5(b), Incentive Stock Options shall be taken
into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time the Option with
respect to such Shares is granted.
(d) The Plan shall not confer upon any Optionee any right with respect
to continuation of employment or consulting relationship with the Company or
service as a Director, nor shall it interfere in any way with his or her
right or the Company's right to terminate his or her employment, service as
a Director or consulting relationship at any time, with or without cause.
(e) LIMITATIONS.
(i) No Employee shall be granted, in any fiscal year of the Company,
Options to purchase more than 450,000 Shares.
(ii) The foregoing limitation shall be adjusted proportionately in
connection with any change in the Company's capitalization as described
in Section 11(a).
(iii) If an Option is canceled (other than in connection with a
transaction described in Section 11), the canceled Option will be counted
against the limit set forth in Section 5(e)(i). For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated
as a cancellation of the Option and the grant of a new Option.
4
<PAGE>
6. TERM OF PLAN. The Plan became effective upon its adoption by the Board
of Directors. It shall continue in effect for a term of ten (10) years from such
date, unless sooner terminated under Section 13 of the Plan.
7. TERM OF OPTION. The term of each Option shall be the term stated in the
Option Agreement; provided, however, that in the case of an Incentive Stock
Option the term shall be no more than ten (10) years from the date of grant
thereof. However, in the case of an Incentive Stock Option granted to an
Optionee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Option shall be five (5)
years from the date of grant thereof or such shorter term as may be provided in
the Option Agreement.
8. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) The per share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of the grant of such
Incentive Stock Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of
grant.
(B) granted to any Employee other than an Employee described in
the preceding paragraph, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of
grant.
(ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. However, in the
case of a Nonstatutory Stock Option intended to qualify as
"performance-based compensation" within the meaning of Section 162(m) of
the Code, the per Share exercise price shall be no less than 100% of the
Fair Market Value per Share on the date of grant.
(iii) Notwithstanding the foregoing, Options may be granted with a
per Share exercise price of less than 100% of the Fair Market Value per
Share on the date of grant pursuant to a merger or other corporate
transaction.
(b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive Stock Option, shall
be determined at the time of grant) and may consist entirely of (1) cash,
(2) check, (3) promissory note, (4) other Shares which (x) in the case of
Shares acquired upon exercise of an Option have been owned by the Optionee
for more than six months on the date of surrender and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, (5) consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan; (6) such other consideration and method
of payment for the issuance of Shares to the extent permitted by Applicable
Laws, or (7) any combination of the foregoing methods of payment. In making
its determination as to the type of consideration to accept, the Board shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company.
9. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board, including performance criteria with
respect to the Company and/or the Optionee, and as shall be permissible
under the
5
<PAGE>
terms of the Plan. All Options granted hereunder shall be exercisable at the
rate of at least 20% per year over five years from the date the Option is
granted. An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under the Plan. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of such Shares, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such Shares promptly upon exercise of the
Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the Shares are issued, except as provided in
Section 11 of the Plan.
Exercise of an Option in any manner shall result in a decrease in the number
of Shares which thereafter may be available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.
(b) TERMINATION OF CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR, OR
CONSULTANT. In the event that an Optionee's Continuous Status as an
Employee, Director, or Consultant terminates (but not in the event of a
change of status from Employee to Consultant (in which case an Employee's
Incentive Stock Option shall automatically convert to a Nonstatutory Stock
Option on the ninety-first (91st) day following such change of status) or
from Consultant to Employee) other than upon the Optionee's death or
disability, the Optionee may exercise his or her Option, within 90 days of
the date of termination, and only to the extent that the Optionee was
entitled to exercise it at the date of termination (but in no event later
than the expiration of the term of such Option as set forth in the Notice of
Grant); provided, however, that (i) the Administrator may in its discretion
extend the period of exercisability of the Option beyond a termination of an
Optionee's Continuous Status as an Employee, Director, or Consultant until a
date not later than the expiration of the term of such Option as set forth
in the Notice of Grant and (ii) the Administrator may in its discretion
extend the termination date for the purpose of vesting accrual to a date
beyond the actual termination date of employment (the "deemed termination
date") (but in no event may the deemed termination date be later than the
expiration of the term of such Option as set forth in the Notice of Grant).
In the event the Administrator shall exercise such discretion to extend the
term of an Option, such Option shall be exercisable during such extended
term to the extent it was exercisable at the date of such termination or the
deemed termination date, as applicable. Similarly, in the event the
Administrator shall exercise such discretion to extend the termination date
of an Optionee, such Option shall be exercisable during such term (or such
extended term if applicable) to the extent it would be exercisable at the
deemed termination date. If at the date of termination the Optionee is not
entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If after
termination the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(c) DISABILITY OF OPTIONEE. In the event of termination of an
Optionee's Continuous Status as an Employee, Director, or Consultant as a
result of his or her Disability, Optionee may, but only within six (6)
months from the date of such termination (and in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise the Option to the extent otherwise entitled to exercise
it at the date of such termination. To the extent that Optionee is not
entitled to exercise the Option at the date of termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
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<PAGE>
(d) DEATH OF OPTIONEE. In the event of the death of an Optionee, the
Option may be exercised at any time within twelve (12) months following the
date of death (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by
a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was entitled to
exercise the Option at the date of death. If, at the time of death, the
Optionee was not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall immediately revert
to the Plan. If, after death, the Optionee's estate or a person who acquired
the right to exercise the Option by bequest or inheritance does not exercise
the Option within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.
(e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.
10. NON-TRANSFERABILITY OF OPTIONS. Unless determined otherwise, by the
Administrator, Options may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have
yet been granted or which have been returned to the Plan upon cancellation
or expiration of an Option, as well as the price per share of Common Stock
covered by each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase
or decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have
been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final,
binding, and conclusive. Except as expressly provided herein, no issuance by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an Option.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Board shall notify the
Optionee at least fifteen (15) days prior to such proposed action. To the
extent it has not been previously exercised, the Option will terminate
immediately prior to the consummation of such proposed action.
(c) MERGER, SALE OF ASSETS, OR STOCK TRANSFER. In the event of (i) a
merger or consolidation of the Company with or into another corporation
resulting in the outstanding voting securities of the Company immediately
prior thereto representing (either by remaining or by being converted into
voting securities of the surviving entity) less than fifty percent (50%) of
the total voting power represented by the voting securities of the Company
or such surviving entity outstanding immediately after such merger or
consolidation; (ii) the sale of all or substantially all of the assets of
the Company; or (iii) the sale or other transfer by John Moores and any
stockholder affiliated (within the meaning of the Securities Act) with Mr.
Moores, in a single transaction or a series of related transactions, of
shares of Common Stock constituting more than fifty percent (50%) of the
then outstanding Common Stock of the Company to any person or entity not
affiliated with Mr. Moores or the Company, the
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Optionee shall fully vest in and have the right to exercise the Option as to
all of the Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable. Notwithstanding the provisions of clause
(iii) above, any such sale or other transfer by Mr. Moores or any
stockholder affiliated with Mr. Moores of shares of Common Stock through a
registered public offering of securities under the Securities Act, or in
compliance with the requirements of paragraphs (c), (d), (e), and (f) of
Rule 144 under the Securities Act, shall not cause the Option to become
fully vested and exercisable. If an Option becomes fully vested and
exercisable in the event of a merger or consolidation, sale of assets, or
sale or transfer of Common Stock by Mr. Moores as provided above, the
Administrator shall notify the Optionee in writing or electronically that
the Option shall be fully vested and exercisable.
12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Board. Notice
of the determination shall be given to each Employee or Consultant to whom an
Option is so granted within a reasonable time after the date of such grant.
13. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend, or discontinue the Plan, but no amendment, alteration, suspension,
or discontinuation shall be made which would impair the rights of any
Optionee under any grant theretofore made, without his or her consent. In
addition, to the extent necessary and desirable to comply with Applicable
Laws, the Company shall obtain shareholder approval of any Plan amendment in
such a manner and to such a degree as required.
(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options already granted, and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee
and the Board, which agreement must be in writing and signed by the Optionee
and the Company. Termination of the Plan shall not affect the
Administrator's ability to exercise the powers granted to it hereunder with
respect to Options granted under the Plan prior to the date of such
termination.
14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with
Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.
15. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
16. AGREEMENTS. Options shall be evidenced by written agreements in such
form as the Board shall approve from time to time.
17. STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the degree and manner required under Applicable Laws.
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PEREGRINE SYSTEMS, INC.
1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES
1. PURPOSES OF THE PLAN. The purposes of this 1995 Stock Option Plan for
French Employees are:
- to attract and retain the best available personnel for positions of
substantial responsibility,
- to provide additional incentive to French Employees, and
- to promote the success of the Company's business and the business of its
French subsidiary.
This Plan is a sub-plan created under and pursuant to the Peregrine Systems,
Inc. 1994 Stock Option Plan, which has been approved by the shareholders of
Peregrine Systems, Inc., and which provides that French employees may benefit
under this Plan. Options shall be granted under the Plan at the discretion of
the Administrator and as reflected in terms of written option agreements, and
are intended to qualify for preferred treatment under French tax laws. Unless
otherwise defined herein, the terms defined in the 1994 Stock Option Plan shall
have the same defined meanings in this Plan.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "APPLICABLE LAWS" means the legal requirements relating to the
administration of stock option plans under French corporate, securities, and
tax laws.
(b) "DISABILITY" means total and permanent disability, as defined under
Applicable Laws.
(c) "EMPLOYEE" means any person employed by Subsidiary in a salaried
position, who does not own more than 10% of the voting power of all classes
of stock of the Company, or any Parent or Subsidiary, and who is a resident
of the Republic of France.
(d) "FAIR MARKET VALUE" means, as of any date, the dollar value of
Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq Small Cap Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination and reported in The Wall Street Journal or such other
source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market
Value shall be the mean between the high bid and low asked prices for the
Common Stock on the last market trading day prior to the day of
determination; or
(iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator.
(e) "OPTION" means a stock option granted pursuant to the Plan which is
intended to qualify for preferred tax treatment under applicable French tax
laws.
(f) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the
Plan.
(g) "OPTION PRICE" means the per share price for exercising an Option,
determined in accordance with subsection 9(a) of the Plan.
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(h) "OPTIONED STOCK" means the Common Stock subject to an Option.
(i) "OPTIONEE" means a person eligible to participate in the Plan
pursuant to Section 5 and who holds an outstanding Option.
(j) "PLAN" means this Peregrine Systems, Inc. 1995 Stock Option Plan for
French Employees.
(k) "SUBSIDIARY" means any participating subsidiary of the Company
located in the Republic of France.
(l) "U.S. PLAN" means the Peregrine Systems, Inc. 1994 Stock Option
Plan, as amended.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan is that number of Shares of Common Stock which is currently
available for issuance under the U.S. Plan. However, at no time shall the total
number of Options outstanding which may be exercised for newly issued Shares of
Common Stock exceed that number equal to one-third of the Company's voting
stock, whether preferred stock of the Company or Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock. If any Optioned Stock is
to consist of reacquired Shares, such Optioned Stock must be purchased by the
Company prior to the date of grant of the corresponding Option and must be
reserved and set aside for such purpose.
If an Option expires or becomes unexercisable without having been exercised
in full, the unpurchased Shares which were subject thereto shall become
available for future grant under the Plan (unless the Plan has terminated).
4. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE. The Plan shall be administered by the Board or a
committee appointed by the Board.
(b) RULE 16b-3 LIMITATIONS. Notwithstanding the provisions of
Subsection (a) of this Section 4, in the event that Rule 16b-3 promulgated
under the Exchange Act, or any successor provision ("Rule 16b-3") provides
specific requirements for the administrators of plans of this type, and Rule
16b-3 or such successor provision is applicable to the Plan, the Plan shall
be administered only by such a body and in such a manner as shall comply
with the applicable requirements of Rule 16b-3. Unless permitted by Rule
16b-3, no discretion concerning decisions regarding the Plan shall be
afforded to any committee or person that is not "disinterested" as that term
is used in Rule 16b-3.
(c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(c) of the Plan;
(ii) to select the Employees to whom Options may be granted
hereunder;
(iii) to determine whether and to what extent Options are granted
hereunder;
(iv) to determine the number of shares of Common Stock to be covered
by each Option granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder. Such terms and
conditions may include, but are not limited to, the exercise price, the
time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any
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<PAGE>
restriction or limitation regarding any Option or the shares of Common
Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;
(vii) to construe and interpret the terms of the Plan;
(viii) to prescribe, amend and rescind rules and regulations relating
to the Plan;
(ix) to modify or amend each Option (subject to Section 14(c) of the
Plan);
(x) to authorize any person to execute on behalf of the Company or
Subsidiary any instrument required to effect the grant of an Option
previously granted by the Administrator;
(xi) to determine the terms and restrictions applicable to Options;
and
(xii) to make all other determinations deemed necessary or advisable
for administering the Plan.
(d) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's decisions,
determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.
(e) REPORTING TO THE SHAREHOLDERS' MEETING. In its annual proxy
statement to the shareholders, the Board shall inform the shareholders as to
the number and price of the Options granted hereunder, and as to the Shares
subscribed upon exercise of such Options.
5. ELIGIBILITY. Options may be granted only to Employees; provided,
however, that the President Directeur General, The Directeur General and other
directors who are also Employees of a participating Subsidiary may be granted
Options. An individual who has been granted an Option may, if otherwise
eligible, be granted additional Options.
6. LIMITATIONS. Neither the Plan nor any Option shall confer upon any
Optionee any right with respect to continuing the Optionee's employment
relationship with the Company.
7. TERM OF PLAN. The Plan shall become effective as of the date of its
adoption by the Board. It shall continue in effect until the termination of the
U.S. Plan or the date five years from the date of adoption of the U.S. Plan,
whichever is sooner, unless terminated earlier under Section 14 of the Plan.
8. TERM OF OPTION. The term of each Option shall be as stated in the
Option Agreement; provided, however, that subject to Section 10(d) hereof, the
maximum term of an Option shall not exceed nine and one-half (9 1/2) years from
the date of grant of the Option.
9. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) OPTION PRICE. The Option Price for the Shares to be issued
pursuant to exercise of an Option shall be determined by the Administrator
upon the date of grant of the Option and stated in the Option Agreement, but
in no event shall be lower than ninety-five percent (95%) of the Fair Market
Value on the date the Option is granted. This Option Price cannot be
modified while the Option is outstanding.
(b) WAITING PERIOD AND EXERCISE DATES. At the time an Option is
granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions which must be satisfied
before the Option may be exercised. In so doing, the Administrator may
specify that an Option may not be exercised until the completion of a
service period.
(c) FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the
method of payment. Such consideration may consist of:
(i) cash or check (denominated in U.S. Dollars);
(ii) wire transfer (denominated in U.S. Dollars);
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<PAGE>
(iii) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and a broker, if
applicable, shall require to effect an exercise of the Option and
delivery to the Company of an amount of the sale or loan proceeds
required to pay the exercise price; or
(iv) any combination of the foregoing methods of payment.
10. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when:
(i) the Company receives written notice of exercise (in accordance
with the Option Agreement and in the form attached hereto as Exhibit A)
from the person entitled to exercise the Option, and full payment for the
Shares with respect to which the Option is exercised;
(ii) the Subsidiary receives a written subscription agreement to the
Shares (in accordance with the Option Agreement and in the form attached
hereto as Exhibit B) from the person entitled to exercise the Option.
Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the
Plan, and shall be deemed to be definitively made upon receipt of the payment by
the Subsidiary. Shares issued upon exercise of an Option shall be issued in the
name of the Optionee or, if requested by the Optionee, in the name of the
Optionee and his or her spouse.
Until the stock certificate evidencing such Shares is issued (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue to the
Optionee (or cause to be issued) a stock certificate evidencing such Shares
promptly after the Option is exercised and after full payment, as indicated
above, is received by the Company. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 12 of the Plan.
Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.
(b) TERMINATION OF EMPLOYMENT RELATIONSHIP. In the event that an
Optionee's Continuous Status as an Employee terminates (other than upon the
Optionee's death or Disability), the Optionee may exercise his or her
Option, but only within thirty (30) days (or such other period of time not
exceeding three (3) months as is determined by the Administrator), and only
to the extent that the Optionee was entitled to exercise it at the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). If, at the date of
termination, the Optionee is not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified by the Administrator, the Option
shall terminate, and the Shares covered by such Option shall revert to the
Plan.
(c) DISABILITY OF OPTIONEE. In the event that an Optionee's Continuous
Status as an Employee terminates as a result of the Optionee's Disability,
the Optionee may exercise his or her Option at any
4
<PAGE>
time within six (6) months from the date of such termination, but only to
the extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). If, at the date of
termination, the Optionee is not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(d) DEATH OF OPTIONEE. In the event of the death of an Optionee while
an Employee, the Option may be exercised at any time within six (6) months
following the date of death by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but
only to the extent that the Optionee was entitled to exercise the Option at
the date of death. If, at the time of death, the Optionee was not entitled
to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
death, the Optionee's estate or a person who acquired the right to exercise
the Option by bequest or inheritance does not exercise the Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall immediately revert to the Plan.
11. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER, ASSET
SALE OR CHANGE OF CONTROL.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have
yet been granted or which have been returned to the Plan upon cancellation
or expiration of an Option, as well as the price per share of Common Stock
covered by each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase
or decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have
been "effected without receipt of consideration." Such adjustment shall be
made by the Administrator, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an Option.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify
the Optionee at least fifteen (15) days prior to such proposed action. To
the extent it has not been previously exercised, the Option or Stock
Purchase Right shall terminate immediately prior to the consummation of such
proposed action.
(c) MERGER, SALE OF ASSETS, OR STOCK TRANSFER. In the event of (i) a
merger or consolidation of the Company with or into another corporation
resulting in the outstanding voting securities of the Company immediately
prior thereto representing (either by remaining or by being converted into
voting securities of the surviving entity) less than fifty percent (50%) of
the total voting power represented by the voting securities of the Company
or such surviving entity outstanding immediately after such merger or
consolidation; (ii) the sale of all or substantially all of the assets of
the Company; or (iii) the sale or other transfer by John Moores and any
stockholder affiliated (within the meaning of the Securities Act) with Mr.
Moores, in a single transaction or a series of related transactions, of
shares of Common Stock constituting more than fifty percent (50%) of the
then outstanding Common
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Stock of the Company to any person or entity not affiliated with Mr. Moores
or the Company, the Optionee shall fully vest in and have the right to
exercise the Option as to all of the Optioned Stock, including Shares as to
which it would not otherwise be vested or exercisable. Notwithstanding the
provisions of clause (iii) above, any such sale or other transfer by Mr.
Moores or any stockholder affiliated with Mr. Moores of shares of Common
Stock through a registered public offering of securities under the
Securities Act, or in compliance with the requirements of paragraphs (c),
(d), (e), and (f) of Rule 144 under the Securities Act, shall not cause the
Option to become fully vested and exercisable. If an Option becomes fully
vested and exercisable in the event of a merger or consolidation, or sale of
assets, or sale or transfer of Common Stock by Mr. Moores as provided above,
the Administrator shall notify the Optionee in writing or electronically
that the Option shall be fully vested and exercisable.
13. DATE OF GRANT. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
14. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Administrator may at any time
amend, alter, suspend or terminate the Plan.
(b) SHAREHOLDER APPROVAL. The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to
comply with Applicable Laws. Such shareholder approval, if required, shall
be obtained in such a manner and to such a degree as is required by the
Applicable Laws.
(c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee
and a representative of the Administrator.
15. CONDITIONS UPON ISSUANCE OF SHARES.
(a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares shall comply with Applicable Laws, including,
without limitation, the requirements of any stock exchange or quotation
system upon which the Shares may then be listed or quoted, and shall be
further subject to the approval of counsel for the Company with respect to
such compliance.
(b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required under Applicable Laws.
16. LIABILITY OF COMPANY.
(a) INABILITY TO OBTAIN AUTHORITY. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.
(b) GRANTS EXCEEDING ALLOTTED SHARES. If the Optioned Stock covered by
an Option exceeds, as of the date of grant, the number of Shares which may
be issued under the Plan without additional
6
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shareholder approval, such Option shall be void with respect to such excess
Optioned Stock, unless shareholder approval of an amendment sufficiently
increasing the number of Shares subject to the Plan is timely obtained in
accordance with Section 14(b) of the Plan. In the event more than one Option
is granted which exceeds, as of the date of grant, the number of Shares
which may be issued under the Plan without additional shareholder approval,
such Options shall be void as set forth in the preceding sentence on a pro
rata basis.
17. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report for Peregrine Systems, Inc. and to all references to our Firm included in
or made a part of this Registration Statement.
/s/ ARTHUR ANDERSEN, LLP
ARTHUR ANDERSEN, LLP
San Diego, California
October 5, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Peregrine Systems, Inc. of our reports dated April 2,
1996 and April 27, 1998 relating to the consolidated financial statements of
Innovative Tech Systems, Inc. which appear in Exhibit 99.2 of the Current Report
on Form 8-K of Peregrine Systems, Inc., dated July 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
October 5, 1998
