<PAGE>
As filed with the Securities and Exchange Commission on April ___, 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 issuer as specified in its charter)
DELAWARE 95-3773312
(State of incorporation) (I.R.S. Employer Identification No.)
12670 HIGH BLUFF DRIVE
SAN DIEGO, CALIFORNIA 92130
(858) 481-5000
(Address of principal executive offices)
--------------------
TSB INTERNATIONAL INC.
MANAGEMENT STOCK OPTION PLAN
(Full title of the plans)
--------------------
ERIC DELLER
GENERAL COUNSEL
PEREGRINE SYSTEMS, INC.
12670 HIGH BLUFF DRIVE
SAN DIEGO, CALIFORNIA 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, CALIFORNIA 94304
(650) 493-9300
--------------------
<TABLE>
<CAPTION>
========================================================================================================
CALCULATION OF REGISTRATION FEE
========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE PRICE PER OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED (1) REGISTERED SHARE PRICE (1) FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.001 par value) issuable under
the TSB International Inc. Management Stock
Option Plan.................................... 40,746 $29.34 $1,195,640 $315.65
TOTAL ...................... 40,746 $29.34 $1,195,640 $315.65
========================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(h) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). The
$29.34 per share figure was computed by averaging the high and low
bid prices of shares of Common Stock of the Company as reported on The
Nasdaq National Market on April 20, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Peregrine Systems, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's Current Report on Form 8-K for its acquisition of all
of the issued shares of Telco Research Corporation Limited, a Canada Business
Act corporation filed on April 6, 2000.
(b) The Company's Currrent Report on Form 8-K/A filed on May 18, 1999
amending the Company's Form 8-K dated March 2, 1999 and filed with the
Commission on March 12, 1999 (the "Original Form 8-K") which reported the
acquisition of Prototype Incorporated.
(c) The Company's Current Report on Form 8-K/A filed on May 11, 1999
amending the Original Form 8-K.
(d) The Company's Current Report on Form 8-K for its acquisition of all
of the issued share capital of F.Print UK Ltd., a company registered in England
and Wales filed on April 16,1999.
(e) The Company's Current Report on Form 8-K for the stock issuance and
exchange with GoldMine Software Corporation, a Delaware corporation filed on
December 21, 1999.
(f) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999 filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(g) The Company's Annual Report on Form 10-Q for the quarterly period
ended June 30, 1999 filed pursuant to Section 13 of the Exchange Act.
(h) The Company's Annual Report on Form 10-Q for the quarterly period
ended September 30, 1999 filed pursuant to Section 13 of the Exchange Act.
(i) The Company's Annual Report on Form 10-Q for the quarterly period
ended December 31, 1999 filed pursuant to Section 13 of the Exchange Act.
(j) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed March 7, 1997 pursuant to
Section 12(g) of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
II-2
<PAGE>
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 the Registrant's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors o the fullest extent
permissible under Delaware law.
Article VI of the Registrant's Bylaws provides for the indemnification
of officers, directors and third parties acting on behalf of the corporation to
the fullest extent permissible under General Corporation Law of Delaware.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in the Registrant's 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
Plan of Arrangement by and among the Registrant, Peregrine Nova Scotia Company,
an unlimited liability company existing under the Nova Scotia Companies Act and
a direct wholly owned subsidiary of the Registrant, Telco Research Corporation
Limited, a Canada Business Corporations Act Corporation, and 1400066 Ontario
Inc., an Ontario Corporation dated as of February 8, 2000 (the "Amalgamation
Agreement"), providing for the amalgamation of Telco Research Corporation
Limited and 1400066 Ontario Inc. to form a new entity that will become a
wholly-owned subsidiary of Peregrine Nova Scotia Company, (the "Amalgamation"),
the Registrant has agreed to fulfill and honor in all respects the obligations
of Telco pursuant to any indemnification agreements between Telco and its
directors and officers as of the Effective Time (as defined in the Amalgamation
Agreement) (the "Indemnified Parties") and any indemnification provisions under
Telco's Articles of Incorporation or By-laws as in effect immediately prior to
the merger. The Articles of Incorporation and By-laws of the new entity
resulting from the Amalgamation will contain provisions with respect to
exculpation and indemnification that are at least as favorable to the
Indemnified Parties as those contained in the Articles of Incorporation and
By-laws of Telco as in effect immediately prior to the merger, which provisions
will not be amended, repealed or otherwise modified for a period of six years
from the Effective Time in any manner that would adversely affect the rights
thereunder of individuals who, immediately prior to the Effective Time, were
directors, officers, employees or agents of Telco, unless such modification is
required by law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant 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 and
is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------------------------------------------------------------------
II-3
<PAGE>
<S> <C>
5.1 Opinion of counsel as to legality of securities being
registered.
10.24 TSB International Inc. Management Stock Option Plan
10.25 Resolutions of the Board of Directors amending the TSB
International Inc. Management Stock Option Plan
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
for Peregrine Systems, Inc.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
</TABLE>
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING The undersigned registrant 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
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant'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 Exchange Act) 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.
(1) 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 the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 the registrant
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, the registrant 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it has met all the requirements for filing has duly caused this 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 24th day of April, 2000.
PEREGRINE SYSTEMS, INC.
By: /s/ DAVID A. FARLEY
-------------------------------------
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 STEPHEN P. GARDNER AND DAVID A. FARLEY,
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, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW 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 (Principal
- ----------------------------------------- Executive Officer) and Director April 24, 2000
Stephen P. Gardner
/s/ DAVID A. FARLEY Senior Vice President, Finance and Administration,
- ----------------------------------------- and Chief Financial Officer (Principal Financial and
David A. Farley Accounting Officer) and Director April 24, 2000
/s/ JOHN J. MOORES Chairman of the Board of Directors April 24, 2000
- -----------------------------------------
John J. Moores
/s/ CHRISTOPHER A. COLE Director April 24, 2000
- -----------------------------------------
Christopher A. Cole
/s/ RICHARD A. HOSLEY II Director April 24, 2000
- -----------------------------------------
Richard A. Hosley II
/s/ CHARLES E. NOELL III Director April 24, 2000
- -----------------------------------------
Charles E. Noell III
/s/ NORRIS VAN DEN BERG Director April 24, 2000
- -----------------------------------------
Norris Van Den Berg
/s/ THOMAS G. WATROUS, SR. Director April 24, 2000
- -----------------------------------------
Thomas G. Watrous, Sr.
/s/ MATTHEW GLESS Principal Accounting Officer April 24, 2000
- -----------------------------------------
Matthew Gless
</TABLE>
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
EXHIBITS
- --------------------------------------------------------------------------------
REGISTRATION STATEMENT ON FORM S-8
PEREGRINE SYSTEMS, INC.
APRIL 24, 2000
<PAGE>
EXHIBIT 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati]
April 24, 2000
Peregrine Systems, Inc.
12670 High Bluff Drive
San Diego, California 92130
RE: REGISTRATION STATEMENT ON FORM S-8:
TSB INTERNATIONAL MANAGEMENT STOCK OPTION PLAN]
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 April 24, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 40,746 shares of your
Common Stock, $0.001 par value, (the "Shares") to be issued pursuant to the TSB
International Inc. Management Stock Option Plan (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,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
Exhibit 10.24
TSB INTERNATIONAL INC.
MANAGEMENT STOCK OPTION PLAN
DEFINITIONS
1. In this Plan:
(a) "affiliate" or "affiliated" has the respective meanings
ascribed thereto in the CANADA BUSINESS CORPORATIONS ACT;
(b) "associate" has the meaning ascribed thereto in the ONTARIO
SECURITIES ACT;
(c) "board" or "directors" means the board of directors of the
Company;
(d) "common shares" means Common Shares in the capital of the
Company;
(e) "Company" means TSB International Inc.;
(f) "employee" means and includes all full time employees of the
Company or any affiliated company;
(g) "optionee" means a person to whom an option is granted
pursuant to this plan;
(h) "Public Take-over Bid" means:
(i) a take-over bid, as that term is defined in section
23.01 of the General By-law of The TSE, made for the
common shares through the facilities of The TSE or a
take-over bid for the common shares made through the
facilities of any other stock exchange in Canada
under the governing rules and regulations of such
stock exchange; or
(ii) a bid for the common shares in respect of which a
take-over bid circular is prepared and delivered to
the holders of common shares pursuant to the
provisions of the applicable securities legislation
of any province of Canada;
(i) "Qualified Public Take-over Bid" means a Public Take-over Bid
in respect of which the aggregate of the number of common
shares for which such Public Take-over Bid is made and the
number of common shares beneficially owned by, or subject to
the control or direction of, the party making such Public
Take-over Bid, exceeds 50% of the issued and outstanding
common shares on the date such Public Take-over Bid is made;
<PAGE>
-2-
(j) "termination of employment" means termination of employment
for any reason other than death but does not include a mere
change of employment between the Company and any affiliated
company or between two affiliated companies;
(k) "TSE" means Toronto Stock Exchange; and
(l) "year" with respect to any option granted pursuant hereto
means any period of 12 months commencing on the date of
granting such option or on any anniversary thereof.
ELIGIBILITY
2. Options to purchase authorized and unissued common shares up to the
aggregate maximum set forth below may be granted from time to time
hereafter in the discretion of the board to:
(a) executive managers who have made personal contributions to the
Company's corporate success, beyond the expectation of their
jobs, as the board shall from time-to-time determine, based on
the recommendation of the Chairman of the Company; or
(b) directors of the Company.
Each option granted under this Plan shall be non-assignable and may
only be exercised by the optionee or by the legal personal
representative of the optionee.
MAXIMUM NUMBER OF SHARES
3. The aggregate maximum number of common shares reserved for issuance
under this Plan together with the number of common shares reserved for
issuance under any options for services or employee stock purchase or
stock option plans shall not exceed 448,315 shares, being 10% of the
issued and outstanding common shares at the date hereof. The total
number of common shares issued to any one person and such person's
associates under this Plan within a one-year period shall not exceed 5%
of the issued and outstanding common shares immediately prior to the
share issuance in question, excluding shares issued pursuant to share
compensation arrangements over the preceding one-year period.
Appropriate adjustments in the number of common shares subject to the
Plan and in regard to options granted or to be granted, and in the
price per share payable therefor, shall be made by the board to give
effect to adjustments in the number of common shares of the Company
resulting from subdivisions, consolidations or reclassifications of the
common shares of the company, the payment of stock dividends by the
Company or other relevant changes in the capital stock of the Company.
<PAGE>
-3-
NUMBER AND PRICE
4. The number of common shares covered by each option granted under the
Plan shall be fixed by the directors at the time of granting thereof,
and the price per share at which such shares may be purchased pursuant
thereto shall be the average of the last 10 business days closing price
of the shares of the Company on The TSE immediately preceding the date
of granting such option (excluding from such calculations those days on
which no stock was traded.)
TERM OF OPTIONS
5. Each option granted under this Plan shall be exercisable at any time
from the date such option is first exercisable as determined by the
directors at the time of granting thereof until the first to occur of:
(a) the expiry date of such option as determined by the directors
at the time of granting thereof, such expiry date to be not
more than 10 years from the date the option is granted;
(b) 270 days following the death of the optionee;
(c) 30 days following the date on which an optionee who is an
employee ceases to be an employee; and
(d) 30 days following the date on which an optionee who is a
director ceases to be a director.
EXERCISE OF OPTIONS
6. Each option granted under this Plan may be exercised with respect to
all or any lesser number of common shares exercisable thereunder by
written notice given to the Company specifying the number of common
shares in respect of which such option is being so exercised and
accompanied by a cheque (payable at par in Toronto, Canada) in payment
for such shares at the price per share specified in such option.
EVIDENCE OF OPTIONS
7. Each option granted under this Plan shall be embodied in a written
instrument which shall give effect to the provisions hereof and shall
in addition contain appropriate provisions to ensure that the
respective rights of the Company and the optionee with respect to any
unissued shares covered thereby shall be suitably adjusted in the event
of any reconstruction, reorganization or recapitalization of the
Company, or its consolidation, amalgamation or merger into or with
another corporation, or in the event of the redivision, consolidation,
subdivision or other change of the common shares or the issue of
further common shares as stock dividend.
<PAGE>
-4-
ALTERATIONS OF CAPITAL STOCK
8. Notwithstanding anything herein contained, in the event of a proposed
reconstruction, reorganization or recapitalization of the Company, or
its consolidation, amalgamation or merger into or with another
corporation, the Company shall have the right to give written notice to
any person to whom an option shall have been granted pursuant to this
plan, requiring such optionee within 30 days following the giving of
such notice to exercise such option with respect to all shares covered
thereby and not theretofore purchased by such optionee, whereupon such
optionee shall have the right to exercise such option accordingly
within such 30 day period without regard to any limitation set forth in
this plan or in any agreement made between such optionee and the
Company pursuant to paragraph 7 hereof, limiting the number of shares
which may be purchased under such option at that time; and such option
shall terminate at the expiry of such 30 day period with respect to all
shares covered thereby which shall not have been theretofore purchased
thereunder.
RIGHTS ON QUALIFIED PUBLIC TAKE-OVER BID
9. Notwithstanding anything herein contained, in the event that a
Qualified Public Take-over Bid is made, each optionee to whom an option
has been granted pursuant to this plan shall have the right,
exercisable by written notice given to the Company during the 20 days
next following the making of such Qualified Public Take-over Bid, to
exercise such option with respect to all or any lesser number of shares
covered by such option which have not theretofore been purchased by
such optionee and regardless of whether such option is then currently
exercisable with respect to some or all of the common shares remaining
to be purchased thereunder. In the event that such right is not
exercised within such 20 day period, then the terms of such option
shall again apply, unless or until a subsequent Qualified Public
Take-over Bid is made, in which event the provisions of this paragraph
9 shall again apply, and so on from time to time, provided that in the
case that a Qualified Public Take-over Bid is amended after the date it
is made, the provisions of this paragraph 9 shall again apply to permit
an optionee to exercise such option in accordance with these provisions
except that in such event, the 20 day period shall be reduced to 10
days
<PAGE>
TSB INTERNATIONAL INC.
SHARE OPTION EXERCISE REQUEST
PART 1: FOR COMPLETION BY OPTION HOLDER
To: The Secretary
TSB International Inc.
5399 Eglinton Avenue West, Suite 115
Etobicoke, Ontario, Canada M9C 5K6
I refer to the option granted to me by TSB International Inc. by
agreement dated ______________________ to purchase up to
______________shares of TSB International Inc.
I advise that I wish to exercise this option as follows:
<TABLE>
<S> <C>
Number of shares exercised ___________
Option price per share $__________
Total option exercise price $__________
</TABLE>
[ ] Please arrange to have a certificate issued in my name and
return it to me at the address indicated below. I attach my
cheque or bank money order for the total option exercise price
shown above.
Name _______________________________
Address _______________________________
_______________________________
_______________________________
OR
[ ] Please arrange to have a certificate issued in the name of
my brokerage firm as indicated below and deliver it to that
firm at the address indicated below against payment of the
total option exercise price.
Brokerage firm name _______________________________
Brokerage firm address _______________________________
_______________________________
_______________________________
Dated at ___________________ this ___ day of ________________, _____.
Signature of option holder _______________________________
Name (please print) _______________________________
<PAGE>
TSB INTERNATIONAL INC.
SHARE OPTION EXERCISE REQUEST
PART 2: FOR COMPLETION BY TSB CORPORATE SECRETARY
To: Montreal Trust Company of Canada
Corporate Services Division
151 Front Street West, 8th Floor
Toronto, Ontario M5J 2N1
Please issue a share certificate in accordance with the instructions in
Part 1 above.
[ ] TSB has received the total option exercise price.
OR
[ ] Please remit the total option exercise price of
$______________on receipt from the option holder's brokerage
firm.
Dated at __________________ this ____ day of ________________, _____.
TSB International Inc.
per:_____________________________
<PAGE>
Exhibit 10.25
AMENDMENT TO THE TSB INTERNATIONAL INC. MANAGEMENT STOCK OPTION PLAN ADOPTED BY
THE BOARD OF DIRECTORS ON DECEMBER 7, 1999:
RESOLVED that the Telco Research Corporation Limited Management Stock
Option Plan be amended by amending Section 2 thereof to make reference
to "employees" such that options may now be granted under the Plan to
the following:
"(a) Executive managers who have made personal
contributions to the Company's corporate success,
beyond the expectation of their jobs, as the Board
from time-to-time determine, based on the
recommendation of the Chairman of the Company;
(b) Directors of the Company;
(c) Employees,"
subject to the approval of Counsel and conformance of the Plan to local
exigencies and requirements in the jurisdictions in which potential
option holders may reside.
RESOLVED that the President or any officer or director of the Company
be, and each hereby is, authorized, empowered, and directed, for and on
behalf of the Company to execute and deliver such documents and to do
all such other acts or things as such officer or director may determine
to be necessary or advisable to give effect to the intent of these
resolutions, the execution of any such document or the doing of any
such other act or thing to be conclusive evidence of such
determination.
AMENDMENT TO THE TSB INTERNATIONAL INC. MANAGEMENT STOCK OPTION PLAN ADOPTED BY
THE BOARD OF DIRECTORS ON MARCH 31, 1999:
RESOLVED THAT:
1. the Corporation's Management Stock Option Plan be amended to
increase the total number of common shares of the Corporation
reserved for issuance to holders of options thereunder to
565,000;
2. such amendment be presented for ratification at the annual and
special meeting of the shareholders of the Corporation to be
held on June 8, 1999.
<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 appearing in the Peregrine Systems, Inc. Form 10-K for the year
ended March 31, 1999.
/s/ ARTHUR ANDERSEN LLP
San Diego, California
April 24, 2000
