<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2000
REGISTRATION NO. 333-45420
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 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 jurisdiction of SAN DIEGO, CA 92130 (IRS Employer
incorporation or organization) (858) 481-5000 Identification Number)
(Address, including zip code, 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 September 8, 2000 Peregrine Systems, Inc. (the "Company") filed its
Registration Statement on Form S-3 (File No. 333-45420), covering 2,691,440
shares of the Company's Common Stock to be sold by certain stockholders of the
Company. On September 22, 2000, the Securities and Exchange Commission (the
"Commission") declared the Registration Statement effective.
The Registration Statement was filed in order to register shares of the
Company's Common Stock issued to the former shareholders of Loran Network
Holding Corporation Inc., which was acquired by the Company on September 1,
2000. The selling stockholders resold 1,737,130 of the 2,691,440 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. 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 November 21, 2000.
Accordingly, the Company hereby de-registers the 954,310 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. 1 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 5th day of December 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. 1 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
---------------------------------------- (Principal Executive Officer) December 5, 2000
Stephen P. Gardner
/s/ *Matthew C. Gless Vice President, Chief Financial Officer and
---------------------------------------- Director (Principal Financial and Accounting
Matthew C. Gless Officer) December 5, 2000
/s/ *John J. Moores
----------------------------------------
John J. Moores Director December 5, 2000
/s/ *Christopher A. Cole
----------------------------------------
Christopher A. Cole Director December 5, 2000
/s/ *Charles E. Noell III
----------------------------------------
Charles E. Noell III Director December 5, 2000
/s/ *William D. Savoy
----------------------------------------
William D. Savoy Director December 5, 2000
/s/ *Thomas G. Watrous, Sr.
----------------------------------------
Thomas G. Watrous, Sr. Director December 5, 2000
*BY: /s/ Stephen P. Gardner
----------------------------------------
Stephen P. Gardner
ATTORNEY-IN FACT
</TABLE>
II-1
