<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 2000
REGISTRATION NO. 333-90461
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
PEREGRINE SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3611 VALLEY CENTRE DRIVE 95-3773312
(State or other SAN DIEGO, CA 92130 (IRS Employer
jurisdiction of (858) 481-5000 Identification
incorporation or (Address, including zip code, Number)
organization) and telephone number, including
area code, of Registrant's
principal executive offices)
-------------------
ERIC P. DELLER
VICE PRESIDENT AND GENERAL COUNSEL
PEREGRINE SYSTEMS, INC.
3611 VALLEY CENTRE DRIVE
SAN DIEGO, CA 92130
(858) 481-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-------------------
Copies to:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
-------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
On November 5, 1999 Peregrine Systems, Inc. (the "Company") filed its
Registration Statement on Form S-3 (File No. 333-90461), covering 333,572 shares
of the Company's Common Stock to be sold by certain stockholders of the Company.
On November 18, 1999, the Securities and Exchange Commission (the "Commission")
declared the Registration Statement effective.
On December 9, 1999 the Company filed Post-Effective Amendment No. 1 to
Registration Statement on Form S-3, which the Commission subsequently declared
effective on December 29, 1999.
The Registration Statement was filed in order to register shares of the
Company's Common Stock issued to the former shareholders of Knowlix Corporation,
which was acquired by the Company on October 19, 1999. The selling stockholders
resold 295,892 of the 333,572 shares registered under the Registration
Statement.
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended (the "Securities Act") the Company respectfully requests that the
Commission withdraw the Company's Registration Statement on Form S-3, as
amended. The Company is requesting the withdrawal of the Registration Statement
because, pursuant to the terms of the Registration Rights Agreement between the
Company and such former shareholders, the Company's obligations to maintain the
effectiveness of the Registration Statement under the Registration Rights
Agreement expired on January 17, 2000.
Accordingly, the Company hereby de-registers the 37,680 shares of its
Common Stock registered pursuant to the Registration Statement remaining unsold
thereunder.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post- Effective Amendment No. 2 to the
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on the 29th day of November 2000.
PEREGRINE SYSTEMS, INC.
By: /s/ STEPHEN P. GARDNER
------------------------------
Stephen P. Gardner
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT ON FORM S-3 HAS
BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ STEPHEN P. GARDNER
---------------------------------------- Chief Executive Officer and Chairman
Stephen P. Gardner (Principal Executive Officer) November 29, 2000
/s/ *MATTHEW C. GLESS Vice President, Chief Financial Officer and
---------------------------------------- Director (Principal Financial and Accounting
Matthew C. Gless Officer) November 29, 2000
/s/ *JOHN J. MOORES
----------------------------------------
John J. Moores Director November 29, 2000
/s/ *CHRISTOPHER A. COLE
----------------------------------------
Christopher A. Cole Director November 29, 2000
/s/ *CHARLES E. NOELL III
----------------------------------------
Charles E. Noell III Director November 29, 2000
----------------------------------------
William D. Savoy Director November 29, 2000
/s/ *THOMAS G. WATROUS, SR.
----------------------------------------
Thomas G. Watrous, Sr. Director November 29, 2000
*BY: /s/ STEPHEN P. GARDNER
----------------------------------------
Stephen P. Gardner
ATTORNEY-IN FACT
</TABLE>
