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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
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PEREGRINE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-22209 95-3773312
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(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
12670 HIGH BLUFF DRIVE, SAN DIEGO, CALIFORNIA 92130
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(Address of principal executive offices of Registrant)
(619) 481-5000
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On March 30, 1999, the Board of Directors of Peregrine Systems, Inc., a
Delaware corporation ("Peregrine" or the "Company"), approved the acquisition
of all of the issued share capital of F.Print UK Ltd., a company registered
in England and Wales ("F.Print"). Pursuant to a Share Acquisition Agreement
dated as of April 2, 1999 (the "Acquisition Agreement") between Peregrine and
the sole holder of F.Print's issued share capital (the "Shareholder"),
Peregrine purchased all of the issued share capital of F.Print (the
"Acquisition"). The Acquisition was completed on April 2, 1999.
The aggregate purchase price for all issued shares of F.Print consisted
of 754,231 shares of Peregrine's Common Stock (the "Peregrine Shares"). Of
the total number of Peregrine Shares issued pursuant to the Acquisition
Agreement, 212,556 shares (the "Escrow Shares") were deposited into escrow
pursuant to an escrow agreement (the "Escrow Agreement") dated April 2, 1999
among the Company, the Shareholder and ChaseMellon Shareholder Services LLC
(the "Escrow Agent") as collateral for the indemnification obligations of the
Shareholders under the Acquisition Agreement.
All shares of Common Stock of the Company issued in the Acquisition
were sold in reliance on the exemption from registration under the Securities
Act of 1933, as amended (the "Securities Act") contained in Rule 506 of
Regulation D. As a result, all shares of Common Stock so issued are subject
to restrictions on transfer under the applicable provisions of the Securities
Act and carry a legend reflecting such restrictions. In the absence of
registration, the Company has advised the Shareholder that the Company will
not remove such restrictive legends from the Company's Common Stock prior to
one year from the effective date of the Acquisition Agreement, unless the
Company and its counsel determines that such legend removal is appropriate or
the Company receives an opinion of counsel in form and substance satisfactory
to the Company that such legend may be removed.
The acquisition will be accounted for as a "purchase" by the Company.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired.
Not required
(b) Pro Forma Financial Information.
Not required
(c) Exhibits.
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Exhibits Description
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99.1 Press release of Peregrine Systems, Inc., dated April 5, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PEREGRINE SYSTEMS, INC.
Dated: April 14, 1999
By: /s/ Richard T. Nelson
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Richard T. Nelson, Vice President, General
Counsel and Secretary
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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
David A. Farley
Senior Vice President, Finance & Administration, and Chief Financial Officer
Phone (619) 481-5000
PEREGRINE SYSTEMS-REGISTERED TRADEMARK- COMPLETES ACQUISITION OF FPRINT UK LTD.
ADDS DESKTOP INVENTORY AND ASSET DISCOVERY TOOLS TO INFRASTRUCTURE MANAGEMENT
CAPABILITY
SAN DIEGO, Calif. - April 5, 1999 - Peregrine Systems, Inc. (NASDAQ Symbol:
PRGN) today announced the completion of the acquisition of 100% of the
outstanding shares of FPrint UK Ltd. FPrint is the leading provider of
desktop inventory and asset discovery software solutions for large corporate
customers in the United Kingdom and is currently expanding its presence
internationally. FPrint is in use at over 500 of the UK top 1000
corporations, customers include NatWest, Royal & SunAlliance, Vodafone,
Powergen, Marconi, and Colt Telecomms.
"The FPrint acquisition is an important addition to our infrastructure
management offering," stated Stephen Gardner, Peregrine Systems President and
CEO. " We are now able to provide best-in-breed desktop discovery coupled
with our unique remote management software that permits control of any remote
graphical device such as a PC or an ATM machine. The combination of asset
discovery and on-demand remote control of those assets creates a powerful set
of tools to reduce the time and cost involved in managing global
infrastructure. Our AssetCenter-TM- and ServiceCenter-Registered Trademark-
customers are already adding the Remote Management application to their
solutions and we have had many requests for a complementary inventory tool,
which we can now fulfill with the FPrint technology," Gardner continued.
"We are prepared to immediately offer both the FPrint application and our
Remote Management application to existing Peregrine Systems customers and
prospective customers," stated Rick Berzle, Vice President of Marketing. "The
FPrint technology adds immediate value to both our existing ServiceCenter and
AssetCenter customers. Plans are already well underway to integrate FPrint to
feed both ServiceCenter and AssetCenter applications within the next 90
days."
Peregrine Systems will use the purchase accounting method to account for the
acquisition of FPrint. Total value of the acquisition is expected to be
approximately $23.25 million, including approximately 754,000 shares of
Peregrine Systems common stock and $1.25 million in cash, plus merger and
acquisition costs and net assets acquired. The Company expects to take a
charge of approximately 15% to 25% of the total purchase price for acquired
in-process research and development and to capitalize the difference as
intangible assets. Intangible assets will be amortized over 5 years.
ABOUT PEREGRINE SYSTEMS, INC.
Peregrine Systems is the leading provider of Infrastructure Management
solutions. True Infrastructure Management unites the unique disciplines of the
Enterprise Service Desk, Asset Management, Facilities Management, and Fleet
Management through common shared data.
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Peregrine Systems solutions address all aspects of organizational
infrastructure, from information technology, including both computers and
telecommunications, to the buildings and real estate assets housing the
technology and people of the organization. Even the transportation fleets
serving the delivery and service needs of an organization can be managed
using Peregrine Systems applications. The merging of these disciplines
results in a more thorough understanding of the impact of events and change
upon the investment decisions of a company.
Founded in 1981, Peregrine Systems is headquartered in San Diego, California
with offices throughout the United States as well as in the United Kingdom,
Canada, France, Germany, Denmark, Italy, Netherlands, Sweden, Australia, and
Singapore. Peregrine Systems also has partners and distributors located
through these regions and in Latin America. More information on Peregrine
Systems is available on the world wide web at http://www.peregrine.com.
ABOUT FPRINT UK LTD.
Founded in 1991, FPrint develops and supports software technologies for the
management of corporate IT infrastructure. Based in London, FPrint employs
over 60 persons.
This press release contains both historical information and forward looking
information. Numerous important factors affect the Company's operating
results and could cause the Company's actual results to differ materially
from the results indicated in this press release or in any other forward
looking statements made by, or on behalf of, the Company, and there can be no
assurance that future results will meet expectations. These factors include,
but are not limited to, the following: 1) the risk associated with
acquisition accounting and related acquired in-process research and
development costs; 2) the Company's revenues and earnings are subject to a
number of factors that make estimation of operating results prior to the end
of each quarter extremely uncertain; 3) competition in the markets for the
Company's products is intense; 4) the uncertainties of whether new software
products and product strategies will be successful; 5) the risks associated
with the Company's recent acquisitions, including potential difficulties in
the assimilation of key personnel, operations, and assets of the acquired
company; 6) the risk of entering new markets and other specific risks
associated with the business of the acquired company; and 7) the additional
considerations and important factors described on the Company's Report on
10-K filed with the Securities and Exchange Commission in June 1998 and
subsequent Forms 10-Q filed with the Securities and Exchange Commission,
copies of which are available on request from the Investor Relations
department of the Company.
PEREGRINE SYSTEMS AND SERVICECENTER ARE REGISTERED TRADEMARKS AND ASSETCENTER
AND REMOTE MANAGEMENT ARE TRADEMARKS OF PEREGRINE SYSTEMS, INC. FPRINT IS A
TRADEMARK OF FPRINT UK LTD.
