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As filed with the Securities and Exchange Commission on January 22, 1998
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8/S-3
REGISTRATION STATEMENT
(INCLUDING REGISTRATION OF SHARES FOR RESALE BY MEANS OF A FORM S-3 PROSPECTUS)
UNDER
THE SECURITIES ACT OF 1933
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PEREGRINE SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE 95-3773312
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
12670 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1994 STOCK OPTION PLAN
RESTRICTED STOCK AGREEMENT
(FULL TITLE OF THE PLAN(S))
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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)
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Copy to:
MARK BAUDLER, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
Issued under a Restricted Stock Agreement . . . . 50,000 shares $ 15.6875(2) $ 784,375.00 $ 231.39
To be issued under the 1994 Stock Option Plan . . 1,842,000 shares $ 12.9545(3) $23,862,277.08 $ 7,039.37
TOTAL 1,892,000 shares $24,646,652.08 $ 7,270.76
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(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) under the Securities Act. The
$15.6875 per share figure was computed by averaging the high and low prices
of shares of Common Stock of the Company as reported in the Nasdaq National
Market on October 31, 1997, the last trading date prior to the date such
shares were issued under a Restricted Stock Agreement entered into by the
Company and one of its executive officers.
(3) Computed in accordance with Rule 457(h) and 457(c) under the Securities
Act. Such computation is based on the weighted average exercise price of
$13.14 per share covering 155,072 outstanding options and the estimated
exercise price of $12.9375 per share covering 1,686,928 authorized but
unissued shares under the Company's 1994 Stock Option Plan. The estimated
exercise price of $12.9375 per share was computed in accordance with
Rule 457 by averaging the high and low prices of shares of Common Stock of
the Company as reported in the Nasdaq National Market on January 16, 1998.
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The contents of the Registrant's Registration Statement on Form S-8/S-3
(File No. 333-37105) as filed with the Commission on October 3, 1997 are
incorporated herein by reference (the "Prior Form S-8/S-3 Registration
Statement). Unless otherwise specified, capitalized terms herein shall have
the meanings ascribed to them in the Prior Form S-8/S-3 Registration
Statement.
The Company is registering 1,892,000 shares of its Common Stock under
this Registration Statement which are comprised of (i) 50,000 shares of
Common Stock issued in connection with a Restricted Stock Agreement entered
into by the Company and one of its executive officers under the Company's
Executive Officer Incentive Plan and (ii) 1,842,000 shares of Common Stock
reserved for issuance under the Company's 1994 Stock Option Plan, as amended
(the "1994 Plan"). Under the Prior S-8/S-3 Registration Statement, the
Company registered, among certain other of its securities, 571,704 shares of
Common Stock that had been issued to certain other of its executive officers
under Restricted Stock Agreements and 3,146,750 of Common Stock that had been
or was eligible to be issued under the 1994 Plan.
PEREGRINE SYSTEMS, INC.
INFORMATION REQUIRED IN PROSPECTUS ON FORM S-3
PART I
ITEM 7. SELLING SECURITY HOLDERS.
The following table identifies the Selling Stockholder and the number of
shares of Common Stock to be sold by him pursuant to this Prospectus.
NUMBER OF
SHARES BEING
NAME OFFERED(1)
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Stephen P. Gardner (2) . . . . . . . . .. . . . . . . . 50,000
TOTAL . . . . . . . . . . . . . . . . . .. . . . . . . . 50,000
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(1) Until such time that the Company satisfies the requirements for use
of Form S-3, as promulgated under the Securities Act, the volume
limitations specified in Rule 144(e), concerning the amount of
securities to be offered by such Selling Stockholder and any other
person with whom he is acting in concert for the purpose of selling
securities of the Company during any three-month period, apply to
the sale of the securities registered hereunder.
(2) Mr. Gardner is the Company's Executive Vice President. In November
1997, the Company issued Mr. Gardner an aggregate of 50,000 shares
of Common Stock pursuant to a restricted stock agreement under the
Company's Executive Officer Incentive Plan. Such shares vest
incrementally over ten years subject to earlier vesting over six
years contingent upon the Company's achieving certain financial
milestones. Mr. Gardner's restricted stock agreement permits him
to surrender shares to satisfy tax withholding obligations that
arise as shares vest. Prior to this offering, Mr. Gardner
beneficially owned 52,000 shares of Common Stock, less than 1% of
the outstanding stock of the Company. Beneficial ownership
calculations are determined in accordance with the Rules of the
Securities and Exchange Commission and are based on 18,039,030
shares outstanding as of December 31, 1997; in computing the number
of shares beneficially owned by a person and the percentage
ownership of that person, shares of Common Stock that are presently
exercisable or that will become exercisable within 60 days of
December 31, 1997 are deemed outstanding for such person, but are
not treated as outstanding for the purpose of computing the
percentage ownership of any other person. None of the outstanding
stock options held by Mr. Gardner are presently exercisable or will
become exercisable within 60 days of December 31, 1997. If all of
Mr. Gardner's registered shares are sold pursuant to this
Prospectus, Mr. Gardner will continue to hold less than 1% of the
outstanding stock of the Company.
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PEREGRINE SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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5.1 (a) Opinion of counsel as to legality of securities being
registered.
10.3 (b) 1994 Stock Option Plan, as amended through February 6, 1997,
including 1995 Stock Option Plan for French Employees.
10.4 (b) Form of Stock Option Agreement under 1994 Stock Option Plan,
as amended through February 6, 1997.
10.22 (c) Executive Officer Incentive Program and Form of Restricted
Stock Agreement.
10.23 (a) Certificate of Amendment, dated November 3, 1997, for amendment
of 1994 Stock Option Plan.
23.1 (a) Consent of counsel (contained in Exhibit 5.1).
23.2 (a) Independent Auditors' Consent
24.1 (a) Power of Attorney (see page II-2).
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(a) Filed herewith.
(b) Incorporated by reference to the exhibit bearing the same number
filed with the Registrant's Annual Report on Form 10-K for the
fiscal year ending March 31, 1997.
(c) Incorporated by reference to the exhibit bearing the same number
filed with the Registrant's Registration Statement on Form S-1,
as amended (No. 333-39891), which the Commission declared
effected in November 21, 1997.
II-1
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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/S-3 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 21st day of January, 1998.
PEREGRINE SYSTEMS, INC.
By: /s/ David A. Farley
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David A. Farley
Chief Financial Officer
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/S-3, 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, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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Signature Title Date
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/s/ Stephen P. Gardner Executive Vice President January 21, 1998
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Stephen P. Gardner
/s/ David A. Farley Chief Financial Officer January 21, 1998
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David A. Farley Accounting Officer) and Director
/s/ John J. Moores Director January 21, 1998
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John J. Moores
/s/ Christopher A. Cole Director January 21, 1998
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Christopher A. Cole
/s/ Richard A. Hosley II Director January 21, 1998
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Richard A. Hosley II
/s/ Charles E. Noell III Director January 21, 1998
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Charles E. Noell III
/s/ Norris van den Berg Director January 21, 1998
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Norris van den Berg
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II-2
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EXHIBIT 5.1
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January 21, 1998
Peregrine Systems, Inc.
12670 High Bluff Drive
San Diego, California 92130
RE: REGISTRATION STATEMENT ON FORM S-8/S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8/S-3 to be filed
by you with the Securities and Exchange Commission on January 22, 1998 (as
such may thereafter be amended or supplemented, the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 1,892,000 shares of your Common Stock, $0.001 par value
(the "Shares"), of which 50,000 have been issued pursuant to a certain
restricted stock agreement between the Company and one of its executive
officers and 1,686,928 are to be issued and 155,072 have been issued pursuant
to the 1994 Stock Option Plan. As your legal counsel, we have examined the
proceedings taken, and are familiar with the proceedings proposed to be
taken, by you in connection with the sale and issuance of the Shares.
It is our opinion that the Shares, as or when issued and sold in the
manner described in the Registration Statement and in accordance with the
resolutions adopted by the Board of Directors of the Company, are or will be
legally and validly issued, fully paid and nonassessable.
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, including the Prospectus constituting a part
thereof, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 10.23
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PEREGRINE SYSTEMS, INC.
CERTIFICATE OF AMENDMENT
The undersigned duly appointed officer of Peregrine Systems, Inc (the
"Company") hereby certifies that the Company's Board of Directors at its
October 23, 1997 meeting approved an amendment to Section 3 of the Company's
1994 Stock Option Plan (the "Plan") to reflect that the maximum aggregate
number of shares which may be optioned and sold under the Plan has been
increased from 3,148,000 to 4,990,000 shares.
Dated November 3, 1997
/s/ Richard T. Nelson
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Vice President, Secretary and
General Counsel
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the inclusion in
this registration statement of our Report dated April 21, 1997 for Peregrine
Systems, Inc. and to all references to our firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
San Diego, California
January 21, 1998
