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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2000
REGISTRATION NO. 333-31848
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEREGRINE SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 95-3773312
(State or other jurisdiction of 12670 HIGH BLUFF DRIVE (IRS Employer
incorporation or organization) SAN DIEGO, CA 92130 Identification Number)
(858) 481-5000
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(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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ERIC PAUL DELLER
VICE PRESIDENT AND GENERAL COUNSEL
PEREGRINE SYSTEMS, INC.
12670 HIGH BLUFF 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
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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. [ ]
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On March 6, 2000 Peregrine Systems, Inc. (the "Company") filed its
Registration Statement on Form S-3 (File No. 333-31848), covering 206,304 shares
of the Company's Common Stock to be sold by certain stockholders of the Company.
On March 21, 2000, the Securities and Exchange Commission (the "Commission")
declared the Registration Statement effective.
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 Registration Statement was filed in order to register shares of the
Company's Common Stock issued to SupplyAccess in connection with a private
placement transaction on February 23, 2000.
The Company is requesting the withdrawal of the Registration Statement
and accordingly, the Company hereby de-registers all shares of its Common Stock
registered pursuant to the Registration Statement remaining unsold thereunder.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post Effective Amendment No. 1 to
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 19th day of April 2000.
PEREGRINE SYSTEMS, INC.
By: /s/ David A. Farley
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David A. Farley
SENIOR VICE PRESIDENT, FINANCE AND
ADMINISTRATION AND CHIEF FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED 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
- ---------------------------------------- President, Chief Executive Officer and Chairman
(Stephen P. Gardner) (Principal Executive Officer) April 19, 2000
/s/ David A. Farley Senior Vice President, Finance and Administration
- ---------------------------------------- and Chief Financial Officer (Principal Financial
(David A. Farley) Officer) April 19, 2000
/s/ *John J. Moores
- ----------------------------------------
(John J. Moores) Chairman of the Board of Director April 19, 2000
/s/ *Christopher A. Cole
- ----------------------------------------
(Christopher A. Cole) Director April 19, 2000
/s/ *Richard A. Hosley II
- ----------------------------------------
(Richard A. Hosley II) Director April 19, 2000
/s/ *Charles E. Noell, III
- ----------------------------------------
(Charles E. Noel, III) Director April 19, 2000
/s/ *Norris Van Den Berg
- ----------------------------------------
(Norris Van Den Berg) Director April 19, 2000
/s/ *Thomas G. Watrous, Sr.
- ----------------------------------------
(Thomas G. Watrous, Sr.) Director April 19, 2000
/s/ *Matthew C. Gless
- ----------------------------------------
(Matthew C. Gless) Principal Accounting Officer April 19, 2000
*BY: /s/ David A. Farley
- ----------------------------------------
(David A. Farley)
ATTORNEY-IN FACT
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