<PAGE>
As filed with the Securities and Exchange Commission on June 27, 2000
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)
3611 VALLEY CENTRE DRIVE
FIFTH FLOOR
SAN DIEGO, CA 92130
DELAWARE (858) 481-5000 95-3773312
(STATE OF INCORPORATION ) (ADDRESS OF PRINCIPAL (I.R.S. EMPLOYER
EXECUTIVE OFFICES) IDENTIFICATION NUMBER)
HARBINGER CORPORATION AMENDED AND RESTATED 1989 STOCK OPTION PLAN
HARBINGER CORPORATION 1996 STOCK OPTION PLAN
HARBINGER CORPORATION AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR
NONEMPLOYEE DIRECTORS
(FULL TITLE OF THE PLANS)
ERIC P. DELLER
VICE PRESIDENT AND GENERAL COUNSEL
3611 VALLEY CENTRE DRIVE
FIFTH FLOOR
SAN DIEGO, CA 92130
(858) 481-5000
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock ($0.001 par value) issuable under:
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
Harbinger Corporation Amended and Restated 1989 218,909 shares $ 4.0643 $ 889,705.57 $ 234.88
Stock Option Plan
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
Harbinger Corporation 1996 Stock Option Plan 5,553,293 shares $ 17.2864 $ 95,996,435.47 $ 25,343.06
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
Harbinger Corporation Amended and Restated 1993 355,078 shares $ 19.6997 $ 6,994,936.99 $ 1,846.66
Stock Option Plan for Nonemployee Directors
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
TOTAL 6,127,280 shares $ 103,881,078.03 $ 27,424.60
----------------------------------------------------- -------------------- ------------------- -------------------- ----------------
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(1) Estimated in accordance with Rule 457(h) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), solely for
the purpose of computing the amount of the registration fee based on the
weighted average exercise price of $4.0643 per share covering authorized
but unissued shares under the Harbinger Corporation Amended and Restated
1989 Stock Option Plan.
(2) Estimated in accordance with Rule 457(h) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), solely for
the purpose of computing the amount of the registration fee based on the
weighted average exercise price of $17.2864 per share covering authorized
but unissued shares under the Harbinger Corporation 1996 Stock Option Plan.
(3) Estimated in accordance with Rule 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
computing the amount of the registration fee based on the weighted average
exercise price of $19.6997 per share covering authorized but unissued
shares under the Harbinger Corporation Amended and Restated 1993 Stock
Option Plan for Nonemployee Directors.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Peregrine Systems, Inc. ("Peregrine") hereby incorporates by reference
in this registration statement the following documents:
(a) Peregrine's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000 filed pursuant to Section 13 of the
Securities Exchange Act of 1934.
(b) The description of Peregrine's Common Stock contained in its
Registration Statement on Form 8-A, filed March 7, 1997
pursuant to Section 12(g) of the Securities Exchange Act of
1934.
All documents subsequently filed by Peregrine pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law.
Article IX of Peregrine's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.
Article VI of Peregrine's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation to the
fullest extent permissible under the General Corporation Law of Delaware.
Peregrine has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in Peregrine's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
In addition, pursuant to the terms of the Agreement and Plan of Merger
and Reorganization by and among Peregrine, a wholly-owned subsidiary of
Peregrine and Harbinger Corporation, a Georgia
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corporation ("Harbinger"), dated as of April 5, 2000, Peregrine has agreed to
fulfill and honor in all respects the obligations of Harbinger pursuant to any
indemnification agreements between Harbinger and its directors and officers as
of April 5, 2000 and any indemnification provisions under Harbinger's
Certificate of Incorporation or Bylaws as in effect immediately prior to the
merger. In connection with the acquisition, Harbinger became a wholly-owned
subsidiary of Peregrine under the name Peregrine Connectivity, Inc. The
Certificate of Incorporation and Bylaws of Peregrine Connectivity, Inc. will
contain provisions with respect to exculpation and indemnification that are at
least as favorable to the parties to the indemnification agreements as those
contained in the Certificate of Incorporation and Bylaws of Harbinger as in
effect immediately prior to the merger. The provisions will not be amended,
repealed or otherwise modified for a period of six years from April 5, 2000 in
any manner that would adversely affect the rights thereunder of individuals who,
immediately prior to April 5, 2000, were directors, officers, employees or
agents of Harbinger, unless such modification is required by law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Peregrine pursuant to the foregoing provisions, Peregrine has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5.1 Opinion of Counsel as to legality of
securities being registered.
10.30 Harbinger Corporation Amended and Restated
1989 Stock Option Plan.
10.31 Harbinger Corporation 1996 Stock Option Plan.
10.32 Harbinger Corporation Amended and Restated
1993 Stock Option Plan for Nonemployee
Directors.
23.1 Consent of Arthur Andersen, Independent
Public Accountants for Peregrine.
23.2 Consent of Counsel (contained in Exhibit
5.1).
24.1 Power of Attorney (see page II-4).
-------
</TABLE>
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
Peregrine hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect
<PAGE>
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
Peregrine hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Peregrine's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Peregrine
pursuant to the foregoing provisions, or otherwise, Peregrine has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of Peregrine in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Peregrine will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Peregrine has duly caused this registration statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on this 27th day of June, 2000.
PEREGRINE SYSTEMS, INC.
By: /s/ David A. Farley
-------------------
David A. Farley
Senior Vice President, Finance and
Administration and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD T. NELSON AND ERIC P. DELLER AND
EACH ONE OF THEM, ACTING INDIVIDUALLY AND WITHOUT THE OTHER, AS HIS OR HER
ATTORNEY-IN-FACT, EACH WITH FULL POWER OF SUBSTITUTION, FOR HIM IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL 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 EACH OF SAID ATTORNEYS-IN-FACT, OR HIS
SUBSTITUTE OR 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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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Stephen P. Gardner President and Chief Executive Officer June 27, 2000
---------------------------------------- (Principal Executive Officer) and Director
(Stephen P. Gardner)
/s/ David A. Farley Senior Vice President, Finance and Administration, June 27, 2000
---------------------------------------- Chief Financial Officer (Principal Financial
(David A. Farley) Officer) and Director
/s/ (Matthew C. Gless) Vice President, Finance, and Chief Accounting June 27, 2000
---------------------------------------- Officer (Principal Accounting Officer)
(Matthew C. Gless)
/s/ James M. Travers Group President, e-Business Connectivity and June 27, 2000
---------------------------------------- Director
(James M. Travers)
/s/ John J. Moores Chairman of the Board of Directors June 27, 2000
----------------------------------------
(John J. Moores)
/s/ Christopher A. Cole Director June 27, 2000
----------------------------------------
(Christopher A. Cole)
/s/ Charles E. Noell III Director June 27, 2000
----------------------------------------
(Charles E. Noell III)
/s/ Norris van den Berg Director June 27, 2000
----------------------------------------
(Norris van den Berg)
/s/ Thomas G. Watrous, Sr. Director June 27, 2000
---------------------------------------
(Thomas G. Watrous, Sr.)
/s/ William D. Savoy Director June 27, 2000
---------------------------------------
(William D. Savoy)
</TABLE>
