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As filed with the Securities and Exchange Commission on September 14, 2000
Registration No. 333-
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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
SAN DIEGO, CA 92130
DELAWARE (858) 481-5000 95-3773312
(STATE OF INCORPORATION) (ADDRESS OF PRINCIPAL (I.R.S. EMPLOYER
EXECUTIVE OFFICES) IDENTIFICATION NUMBER)
Loran Network Holding Corporation Inc. Share Option Plan
Key Employee Share Option Agreement dated December 1, 1998 in favor of Leighton
Powell for an option to purchase 250,000 Loran Class A Shares.
Key Employee Share Option Agreement dated December 1, 1998 in favor of David
Levy for an option to purchase 250,000 Loran Class A Shares.
Key Employee Share Option Agreement dated December 1, 1998 in favor of Leighton
Powell for an option to purchase 750,000 Loran Class A Shares.
Key Employee Share Option Agreement dated December 1, 1998 in favor of David
Levy for an option to purchase 525,000 Loran Class A Shares.
Option Agreement dated October 25, 1999 in favor of Steven Dauber for an option
to purchase 650,000 Loran Class B Shares.
Option Agreement dated January 18, 2000 in favor of Steven Dauber for an option
to purchase 100,000 Loran Class B Shares.
ERIC P. DELLER
VICE PRESIDENT AND GENERAL COUNSEL
3611 VALLEY CENTRE DRIVE
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
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CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock ($0.001
par value)
issuable under:
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Loran Network Holding
Corporation Inc. Share
Option Plan 331,323 $7.50 $2,484,922.50 $656.02 (1)
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Key Employee Share
Option Agreement dated
December 1, 1998 in
favor of Leighton
Powell for an option
to purchase 250,000
Loran Class A Shares. 26,869 $0.82 $22,032.58 $5.82 (2)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement dated
December 1, 1998 in
favor of David Levy
for an option to
purchase of 250,000
Loran Class A Shares. 26,869 $0.82 $22,032.58 $5.82 (2)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement dated
December 1, 1998 in
favor of Leighton
Powell for an option
to purchase 750,000
Loran Class A Shares. 80,607 $0.82 $66,097.74 $17.45 (2)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement
dated December 1, 1998
in favor of David Levy
for an option to
purchase 525,000
Loran Class A Shares. 56,425 $0.88 $49,654.00 $13.11 (3)
----------------------------------------------------- -------------------- --------------
Option Agreement dated
October 25, 1999 in
favor of Steven Dauber
for an option to
purchase 650,000
Loran Class B Shares. 69,859 $15.26 $1,066,048.34 $281.44 (4)
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Option Agreement dated
January 18, 2000 in
favor of Steven Dauber
for an option to
purchase 100,000
Loran Class B Shares. 10,748 $15.26 $164,014.48 $43.30 (4)
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TOTAL 602,700 shares $3,874,802.22 $1,022.96
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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
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$7.50 per share covering authorized but unissued shares under the Loran
Network Holding Corporation Inc. Share Option Plan.
(2) Estimated in accordance with Rule 457(h) promulgated under the
Securities Act solely for the purpose of computing the amount of the
registration fee based on the weighted average exercise price of $0.62
per share covering authorized but unissued shares under the noted
agreement.
(3) Estimated in accordance with Rule 457(h) promulgated under the
Securities Act solely for the purpose of computing the amount of the
registration fee based on the weighted average exercise price of $0.88
per share covering authorized but unissued shares under the noted
agreement.
(4) Estimated in accordance with Rule 457(h) promulgated under the
Securities Act solely for the purpose of computing the amount of the
registration fee based on the weighted average exercise price of $15.26
per share covering authorized but unissued shares under the noted
agreement.
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, or the Exchange Act.
(b) Peregrine's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000 filed pursuant to Section 13 of the
Exchange Act.
(c) Peregrine's Current Report on Form 8-K/A filed on May 22, 2000
pursuant to Section 13 of the Exchange Act.
(d) Peregrine's Current Report on Form 8-K filed on June 29, 2000
pursuant to Section 13 of the Exchange Act.
(e) 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 Exchange Act.
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
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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 Acquisition Agreement for
Amalgamation by and among Peregrine, Peregrine Ottawa Nova Scotia Company
Limited, an unlimited liability company existing under the Nova Scotia Companies
Act and an indirect, wholly-owned subsidiary of Peregrine, 3791980 Canada Inc.,
a Canada Business Corporations Act Corporation, Jay A. Lefton, an individual, as
a holder of outstanding shares of capital stock of 3791980 Canada Inc., and
Loran Network Holding Corporation Inc., a Canada Business Corporations Act
Corporation ("Loran") as of August 15, 2000 (the "Acquisition Agreement"),
Peregrine has agreed to maintain in effect for two years directors and officers'
liability insurance covering those Loran persons who were covered at the time of
the signing of the Acquisition Agreement with coverage in an amount and scope at
least as favorable as that applicable to the officers and directors of Loran at
the time of the signing of the Acquisition Agreement, provided, however, that
the amount of premium to be paid for such coverage shall not exceed 125% of the
annual premium most recently paid by Loran, in which case Peregrine is only
obligated to maintain coverage at such 125% premium amount.
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.
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Counsel as to legality
of securities being registered.
10.33 Loran Network Holding Corporation Inc.,
Share Option Plan
10.34 Key Employee Share Option Agreement dated
December 1, 1998 in favor of Leighton Powell
for an option to purchase 250,000 Loran
Class A Shares.
10.35 Key Employee Share Option Agreement dated
December 1, 1998 in favor of David Levy for
an option to purchase of 250,000 Loran Class
A Shares.
10.36 Key Employee Share Option Agreement dated
December 1, 1998 in favor of Leighton Powell
for an option to purchase 750,000 Loran
Class A Shares.
10.37 Key Employee Share Option Agreement dated
December 1, 1998 in favor of David Levy for
an option to purchase 525,000 Loran Class A
Shares.
10.38 Option Agreement dated October 25, 1999 in
favor of Steven Dauber for an option to
purchase 650,000 Loran Class B Shares.
10.39 Option Agreement dated January 18, 2000 in
favor or Steven Dauber for an option to
purchase 100,000 Loran Class B Shares.
23.1 Consent of Arthur Andersen LLP, Independent
Public Accountants.
23.2 Consent of KPMG LLP, Independent Auditors.
23.3 Consent of Counsel (contained in Exhibit
5.1).
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24.1 Power of Attorney (reference is made to the
signature page of this Registration
Statement).
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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 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.
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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 14th day of September, 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
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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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ STEPHEN P. GARDNER Chief Executive Officer September 14, 2000
------------------------------------ (Principal Executive Officer
(Stephen P. Gardner) and Chairman of the Board
of Directors
/s/ DAVID A. FARLEY Senior Vice President, Finance September 14, 2000
------------------------------------ and Administration, Chief
(David A. Farley) Financial Officer (Principal
Financial Officer) and Director
/s/ JAMES M. TRAVERS Vice President and September 14, 2000
------------------------------------ Director
(James M. Travers)
/s/ JOHN J. MOORES Director September 14, 2000
------------------------------------
(John J. Moores)
/s/ CHRISTOPHER A. COLE Director September 14, 2000
------------------------------------
(Christopher A. Cole)
/s/ CHARLES E. NOELL III Director September 14, 2000
------------------------------------
(Charles E. Noell III)
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/s/ WILLIAM D. SAVOY Director September 14, 2000
------------------------------------
(William D. Savoy)
/s/ NORRIS VAN DEN BERG Director September 14, 2000
------------------------------------
(Norris van den Berg)
/s/ THOMAS G. WATROUS, SR. Director September 14, 2000
------------------------------------
(Thomas G. Watrous, Sr.)
/s/ MATTHEW C. GLESS Vice President, Finance and September 14, 2000
------------------------------------ Chief Accounting Officer
(Matthew C. Gless) (Principal Accounting Officer)
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