<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 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)
<TABLE>
<S> <C> <C>
DELAWARE 95-3773312
12670 HIGH BLUFF DRIVE
SAN DIEGO, CALIFORNIA 92130
(858) 481-5000
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
</TABLE>
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
1994 STOCK OPTION PLAN
(Full title of the plan(s))
-----------------
RICHARD T. NELSON
VICE PRESIDENT AND SECRETARY
PEREGRINE SYSTEMS, INC.
12670 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
(858) 481-5000
(Name, address, and telephone number, including area code, of agent for service)
-----------------
Copy to:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
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<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
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 (2) PRICE FEE
- ------------------------------------------------- ------------------ --------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
To be issued under the 1994 Stock Option Plan 4,201,034 shares $53.66 $225,427,484.44 $59,512.86
- ----------------------------------------------------------------------------------------------------------------------
TOTAL 4,201,034 SHARES $53.66 $225,427,484.44 $59,512.86
======================================================================================================================
</TABLE>
(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) and 457(c) under the Securities
Act. Such computation is based on the estimated exercise price of $53.66
per share covering the authorized but unissued shares under the Company's
1994 Stock Option Plan being registered hereunder. The estimated exercise
price of $53.66 per share was computed in accordance with Rule 457 by
averaging the high and low bid prices of shares of Common Stock of the
Company as reported in the Nasdaq National Market on February 29, 2000.
<PAGE>
The contents of the Registrant's Registration Statements on Form
S-8/S-3 as filed with the Commission on October 3, 1997 (File No. 333-37105), on
January 22, 1998 (File No. 333-44699), on October 9, 1998 (File No. 333-65541)
and on August 3, 1999 (File No. 333-84355) (the "Prior Form S-8s") are
incorporated herein by reference. Unless otherwise specified, capitalized terms
herein shall have the meanings ascribed to them in such Prior Form S-8s.
The Company is registering 4,201,034 shares of its Common Stock under
this Registration Statement all of which are reserved for issuance under the
Company's 1994 Stock Option Plan, as amended (the "1994 Plan"). Under the Prior
Form S-8s, the Company registered 28,352,576 shares of its Common Stock that had
been or were eligible to be issued under the 1994 Plan, as adjusted for the
2-for-1 stock splits effected in the form of dividends on February 12, 1999 and
February 18, 2000.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
10.3(a)* 1994 Stock Option Plan, as amended through July 1998
10.3(b)* 1995 Stock Option Plan for French Employees
(a supplement to the 1994 Stock Option Plan)
23.1 Consent of Arthur Andersen, LLP, Independent
Public Accountants (relating to financial
statements of Peregrine Systems, Inc.)
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (See page 4)
</TABLE>
* Incorporated by reference to the Company's Registration Statement on Form
S-8 filed October 9, 1998, as amended (File No. 333-65541).
2
<PAGE>
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 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 3rd day of
March 2000.
PEREGRINE SYSTEMS, INC.
By: /s/ DAVID A. FARLEY
------------------------------------------
David A. Farley
Senior Vice President, Finance and
Administration and Chief Financial Officer
3
<PAGE>
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, 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, as amended,
this Registration Statement 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 President and Chief Executive Officer March 3, 2000
- ------------------------------------ (Principal Executive Officer) and Director
Stephen P. Gardner
/s/ DAVID A. FARLEY Senior Vice President, Finance and March 3, 2000
- ------------------------------------ Administration and Chief Financial Officer
David A. Farley (Principal Financial Officer) and Director
/s/ JOHN J. MOORES Chairman of the Board of Directors March 3, 2000
- ------------------------------------
John J. Moores
/s/ CHRISTOPHER A. COLE Director March 3, 2000
- ---------------------------
Christopher A. Cole
/s/ RICHARD A. HOSLEY, II Director March 3, 2000
- ---------------------------
Richard A. Hosley, II
/s/ CHARLES E. NOELL, III Director March 3, 2000
- ---------------------------
Charles E. Noell, III
/s/ NORRIS VAN DEN BERG Director March 3, 2000
- ---------------------------
Norris Van Den Berg
/s/ THOMAS G. WATROUS, SR. Director March 3, 2000
- ---------------------------
Thomas G. Watrous, Sr.
/s/ MATTHEW GLESS Principal Accounting Officer March 3, 2000
- ---------------------------
Matthew Gless
</TABLE>
4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
EXHIBITS
-----------------------------------
Registration Statement on Form S-8
Peregrine Systems, Inc.
March 6, 2000
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
March 6, 2000
Peregrine Systems, Inc.
12670 High Bluff Drive
San Diego, California 92130
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about March 6, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 4,201,034 shares of your
Common Stock issuable under the Peregrine Systems, Inc. 1994 Stock Option Plan.
Such shares of Common Stock are referred to herein as the "Shares," and the plan
is referred to herein as the "Plan." As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in
the Plan and pursuant to the agreements which accompany each grant under the
Plan, the Shares will be legally and validly issued, fully-paid and
non-assessable.
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 and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
April 26, 1999 included in Peregrine Systems, Inc.'s Form 10-K for the year
ended March 31, 1999 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN, LLP
San Diego, California
March 6, 2000
