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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 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. 3 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 3611 VALLEY CENTRE 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.
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
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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.
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 selling stockholder
resold 155,000 of the 206,304 shares registered under the Registration
Statement.
The Company is deregistering 51,304 shares of its Common Stock
registered pursuant to the Registration Statement that were not sold under
the Registration Statement.
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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. 3 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 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
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 3 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
<S> <C> <C>
/s/ *Stephen P. Gardner Chief Executive Officer
---------------------------------------- (Principal Executive Officer) and
(Stephen P. Gardner) Chairman of the Board of Directors September 19, 2000
/s/ David A. Farley Senior Vice President, Finance and
---------------------------------------- Administration, Chief Financial Officer
(David A. Farley) (Principal Financial Officer) and Director September 19, 2000
/s/ *James M. Travers
----------------------------------------
(James M. Travers) Vice President and Director September 19, 2000
/s/ *John J. Moores
----------------------------------------
(John J. Moores) Director September 19, 2000
/s/ *Christopher A. Cole
----------------------------------------
(Christopher A. Cole) Director September 19, 2000
/s/ *Charles E. Noell, III
----------------------------------------
(Charles E. Noel, III) Director September 19, 2000
/s/ *William D. Savoy
----------------------------------------
(William D. Savoy) Director September 19, 2000
/s/ *Norris Van Den Berg
----------------------------------------
(Norris Van Den Berg) Director September 19, 2000
/s/ *Thomas G. Watrous, Sr.
----------------------------------------
(Thomas G. Watrous, Sr.) Director September 19, 2000
/s/ *Matthew C. Gless Vice President Finance and
---------------------------------------- Chief Accounting Officer
(Matthew C. Gless) (Principal Accounting Officer) September 19, 2000
*BY: /s/ David A. Farley
----------------------------------------
(David A. Farley)
ATTORNEY-IN FACT
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