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Filed Pursuant to Rule 424(b)(1)
Registration No. 333-45420
PROSPECTUS DATED SEPTEMBER 22, 2000
Peregrine Systems, Inc.
3611 Valley Centre Drive
San Diego, California 92130
Telephone Number: (858) 481-5000
[PEREGRINE LOGO]
2,691,440 SHARES
COMMON STOCK
These shares may be offered and sold from time to time by certain
stockholders of Peregrine Systems, Inc., or Peregrine, identified in this
prospectus. See "Selling Stockholders." On September 1, 2000, Peregrine
completed an amalgamation transaction under applicable Canadian laws that
resulted in Peregrine acquiring all the outstanding share capital of Loran
Network Holding Corporation Inc., or Loran, a company organized under the Canada
Business Corporations Act and having its principal offices and business in
Ottawa, Ontario. As a result of the amalgamation and a contemporaneous share
purchase transaction with certain of Loran's shareholders, Loran became an
indirect subsidiary of Peregrine, and Peregrine issued 2,860,857 shares of its
common stock to the former shareholders of Loran. In addition, Peregrine assumed
outstanding options to acquire 602,700 shares of Peregrine common stock (after
giving effect to the exchange ratio in the merger and conversion of outstanding
Loran options into Peregrine options).
The shares of Peregrine common stock issued to former shareholders of Loran
were not registered under the Securities Act of 1933 in reliance on exemptions
from registration under Regulation S and Regulation D of that legislation. As a
result, these shares are restricted securities under United States securities
laws. Peregrine has agreed to register 2,691,440 shares of its common stock
issued to former shareholders of Loran for resale pursuant to the offering
contemplated by this prospectus.
The selling stockholders will receive all of the net proceeds from the sale
of the shares. The stockholders will pay all underwriting discounts and selling
commissions, if any, applicable to the sale of the shares. Peregrine will not
receive any proceeds from the sale of the shares.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 5 OF THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE COMMON STOCK OFFERED HEREBY.
Peregrine's common stock is quoted on the Nasdaq National Market under the
symbol "PRGN." On September 20, 2000, the last reported sale price of our common
stock was $28.9375 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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September 22, 2000
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TABLE OF CONTENTS
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WHERE TO FIND ADDITIONAL INFORMATION ABOUT PEREGRINE................................... 3
INFORMATION INCORPORATED BY REFERENCE.................................................. 3
FORWARD LOOKING INFORMATION............................................................ 3
PEREGRINE SYSTEMS, INC................................................................. 4
RISK FACTORS........................................................................... 5
USE OF PROCEEDS........................................................................ 15
SELLING STOCKHOLDERS................................................................... 16
PLAN OF DISTRIBUTION................................................................... 19
LEGAL MATTERS.......................................................................... 20
EXPERTS................................................................................ 20
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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of Peregrine common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of the shares.
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WHERE TO FIND ADDITIONAL INFORMATION ABOUT PEREGRINE
Peregrine files annual and quarterly reports, proxy statements, and other
information with the Securities and Exchange Commission, or SEC. Copies of its
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the SEC:
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Judiciary Plaza Citicorp Center Seven World Trade Center
Room 1024 500 West Madison Street 13th Floor
450 Fifth Street, N.W. Suite 1400 New York, New York 10048
Washington, D.C. 20549 Chicago, Illinois 60661
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Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a website that contains reports, proxy statements and other
information regarding Peregrine. The address of the SEC website is
http://www.sec.gov.
Reports, proxy statements, and other information concerning Peregrine may
also be inspected at The National Association of Securities Dealers, 1735 K
Street N.W., Washington, D.C.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below, and any future filings we may make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934. This prospectus is part of a Registration Statement we filed with the
SEC (Registration No. 333-45420). The documents we incorporate by reference are:
1. Our Annual Report on Form 10-K for the fiscal year ended March 31, 2000;
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2000;
3. The Amendment to Current Report on Form 8-K filed on May 22, 2000
relating to our acquisition of Telco Research Corporation Limited;
4. The Current Report on Form 8-K filed on June 29, 2000 relating to our
acquisition of Harbinger Corporation; and
5. The description of our common stock contained in the Registration
Statement on Form 8-A we filed with the SEC on March 7, 1997.
Each of these filings is available from the SEC as described above. You may
also request a copy of these filings, without exhibits, by writing or
telephoning us at the following address: General Counsel, Peregrine
Systems, Inc., 3611 Valley Centre Drive, San Diego, California 92130; telephone
number (858) 481-5000.
FORWARD LOOKING INFORMATION
This prospectus, including the information incorporated by reference herein,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements include, but are not limited to, statements
about our plans, objectives, expectations and intentions and other statements
contained in this prospectus that are not historical facts. When used in this
prospectus, the words "expects,"
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"anticipates," "estimates" and similar expressions may identify forward-looking
statements. Because these forward-looking statements involve risks and
uncertainties, there are important facts that could cause actual results to
differ materially from those expressed or implied by these forward-looking
statements, including statements under the caption "Risk Factors." Please review
these risk factors carefully. In addition, please review the sections captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our annual report on Form 10-K for the fiscal year ended
March 31, 2000 and our quarterly report on Form 10-Q for the fiscal quarter
ended June 30, 2000, which reports are incorporated herein by reference, and in
the similarly captioned section of any quarterly report on Form 10-Q that we may
file with the SEC after the date of this prospectus. In connection with
forward-looking statements which appear in these disclosures, prospective
purchasers of the shares offered hereby should carefully consider the factors
set forth in this prospectus under "Risk Factors" and under the caption "Factors
That May Affect Future Results" in the Management's Discussion and Analysis
section of any subsequent quarterly report filed with the SEC.
PEREGRINE SYSTEMS, INC.
Peregrine is a leading provider of infrastructure resource management
application software and services. These software applications are designed to
manage the various aspects of organizational infrastructure from the moment an
asset is leased, acquired, or taken from existing stock until the moment it is
taken out of service. Infrastructure assets include computers, computer
networks, telecommunication assets, physical plant and facilities, corporate car
or truck fleets, and many other assets. Peregrine's products are designed to
help businesses answer the following questions about each item of infrastructure
assets:
- What assets does the business own?
- Where are the assets located?
- How well are the assets working?
- What is the total cost of owning these assets (I.E., the cost of
acquiring, maintaining, servicing, and disposing of each asset)?
- How well are the assets supporting my business?
Recently, through internal product development and acquisition, Peregrine
has expanded its product line in an effort to provide businesses with an
integrated solution for acquiring, managing, maintaining, and disposing of
infrastructure assets. In the second half of fiscal 2000, Peregrine introduced
GET.IT!, a line of employee self-service products that facilitate the
acquisition and use of infrastructure assets. In June 2000, Peregrine acquired
Harbinger Corporation, a provider of e-business and internet procurement
products. While Harbinger's business focused historically on providing software
to facilitate the exchange of data between businesses, it had recently begun to
shift its strategic focus toward providing Internet based business-to-business
commerce and procurement solutions.
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RISK FACTORS
PROSPECTIVE INVESTORS ARE CAUTIONED THAT THE STATEMENTS MADE IN THIS
PROSPECTUS OR IN DOCUMENTS INCORPORATED BY REFERENCE HEREIN THAT ARE NOT
DESCRIPTIONS OF HISTORICAL FACTS MAY BE FORWARD-LOOKING STATEMENTS THAT ARE
SUBJECT TO RISKS AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE CURRENTLY ANTICIPATED BECAUSE OF A NUMBER OF FACTORS, INCLUDING THOSE
IDENTIFIED HEREIN UNDER "RISK FACTORS" AND ELSEWHERE IN THIS PROSPECTUS OR IN
DOCUMENTS INCORPORATED BY REFERENCE HEREIN.
WE HAVE A HISTORY OF LOSSES AND CANNOT ASSURE OUR FUTURE PROFITABILITY. IN
ADDITION, OUR MANAGEMENT DOES NOT BELIEVE OUR HISTORIC REVENUE GROWTH RATES ARE
NECESSARILY SUSTAINABLE.
Prediction of our future operating results is difficult, if not impossible,
and we have incurred substantial losses in recent years. If we continue to incur
losses, if our revenues decline or grow at a slower rate, or if our expenses
increase without commensurate increases in revenues, our operating results will
suffer and our stock price may fall. Through June 30, 2000, we have recorded
cumulative net losses of approximately $160.0 million, including approximately
$220.6 million related to the write-off of acquired in-process research and
development and the amortization of goodwill and other intangible assets in
connection with several acquisitions completed since late 1997. We have also
incurred, and expect to continue to incur, substantial expenses associated with
the amortization of intangible assets. In addition, our management does not
believe our recent growth rates are necessarily sustainable in the future or
indicative of future growth rates. If our revenue growth rates slow or our
revenues decline, our operating results could be seriously impaired because many
of our expenses are fixed and cannot be easily or quickly changed.
OUR RECENT ACQUISITION OF HARBINGER CORPORATION COULD RESULT IN SLOWER
REVENUE GROWTH RATES FOR THE COMBINED COMPANY THAN THOSE APPLICABLE TO PEREGRINE
PRIOR TO THE ACQUISITION, WHICH COULD ADVERSELY AFFECT OUR OPERATING RESULTS.
In June 2000, we completed the acquisition of Harbinger Corporation, a
provider of Internet-based procurement solutions and electronic commerce
software. Because Harbinger's historic revenue growth rates were substantially
less than our growth rates, we may not be able to maintain our recent revenue
growth rates, which could have an adverse effect on our operating results and
could lead to a decline in our stock price. Our revenues grew from $62 million
in fiscal 1998 to $138 million in fiscal 1999 to $253 million in fiscal 2000.
Harbinger, however, experienced substantially slower growth rates than we did in
recent periods, with revenues growing from $118 million in fiscal 1997 to
$135 million in fiscal 1998 to $156 million in fiscal 1999. If the acquisition
does not create product or financial synergies, our revenue growth rates could
be substantially lower than our growth rates prior to the acquisition.
OUR ACQUISITION MAY MAKE PREDICTION OF FUTURE REVENUES AND OPERATING RESULTS
MORE DIFFICULT IN FUTURE PERIODS AS WE INTEGRATE HARBINGER'S BUSINESS AND
OPERATIONS AND ATTEMPT TO FOCUS THE BUSINESS AND STRATEGIC MODEL OF THE COMBINED
COMPANY.
The acquisition of Harbinger could make predicting our future revenues and
operating results more difficult in future periods, particularly near-term
periods. Our business model has focused historically on the license and sale of
our infrastructure resource management products and related services. By
acquiring Harbinger, we are attempting to extend our product line to offer
customers products and services to manage the complete cycle of asset
procurement, maintenance, management and disposition. As we integrate the
business of Harbinger, we expect to refine, change and focus both our historical
business and revenue models and strategies as well as those of Harbinger. This
process could have an adverse effect on our revenues or operating results in a
particular quarter or over a series of quarters. In addition, we could
experience integration costs and expenditures that we have not currently
anticipated, and these costs could be substantial. As a result, our results of
operations in future periods could reflect a substantially different business
than the historical businesses of either Peregrine or Harbinger, and we may not
be able to accurately predict how that business will evolve. If
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we are unsuccessful in integrating these businesses and developing a successful
integrated strategy, or if we experience substantial unanticipated integration
costs, our revenues or operating earnings could decline, we could experience
substantial losses, and our stock price could decline.
OUR REVENUES VARY SIGNIFICANTLY FROM QUARTER TO QUARTER FOR NUMEROUS REASONS
BEYOND OUR CONTROL. QUARTER-TO-QUARTER VARIATIONS COULD RESULT IN SUBSTANTIAL
DECREASES IN OUR STOCK PRICE IF OUR REVENUES OR OPERATING RESULTS ARE LESS THAN
MARKET ANALYSTS ANTICIPATE.
Our revenues or operating results in a given quarter could be substantially
less than anticipated by market analysts, which could result in substantial
declines in our stock price. In addition, quarter-to-quarter variations could
create uncertainty about the direction or progress of our business, which could
also result in stock price declines. Our revenues and operating results will
vary from quarter to quarter for many reasons beyond our control. As a result,
our quarterly revenues and operating results are not predictable with any
significant degree of accuracy. Reasons for variability of our revenues and
operating results include the following:
- SIZE, TIMING, AND CONTRACTUAL TERMS OF ORDERS. Our revenues in a given
quarter could be adversely affected if we are unable to complete one or
more large license agreements, if the completion of a large license
agreement is delayed, or if the contract terms prevent us from recognizing
revenue during that quarter. In addition, when negotiating large software
licenses, many customers tend to time their negotiations until quarter-end
in an effort to improve their ability to negotiate more favorable pricing
terms. As a result, we tend to recognize a substantial portion of our
revenues in the last month or weeks of a quarter, and license revenues in
a given quarter will depend substantially on orders booked during the last
month or weeks of a quarter. Our revenue growth in recent periods has been
attributable in part to an increase in the number of large license
transactions we completed in a given period. We expect our reliance on
these large transactions to continue for the foreseeable future. If we are
unable to complete a large license transaction in a particular quarter,
our revenues and operating results could be materially below the
expectations of market analysts, and our stock price could fall.
- CHANGES IN METHOD OF SALE. Our profit margins will tend to vary based on
whether a sale was made through our direct sales force or through a
reseller or other strategic partner. Sales through indirect channels tend
to be less profitable, and if sales through indirect channels increase
relative to direct sales, our operating results could be harmed. Sales
through indirect channels, including distributors, third party resellers,
and system integrators, represent a substantial percentage of our total
sales. We expect this trend to continue in the future. As a result, we
could experience a shortfall in our revenues, or a substantial decline in
our rate of revenue growth, if sales through our indirect channels were to
decrease or were to increase at a slower rate. We have less ability to
manage our sales through indirect channels and less visibility about our
channel partners' success in selling our products. As a result, we could
experience unforeseen variability in our revenues and operating results
for a number of reasons, including the following:
- inability of our channel partners to sell our products;
- a decision by our channel partners to favor products that compete with
Peregrine's;
- inability of our channel partners to manage the timing of their
purchases from Peregrine against their sales to end-users, resulting
in substantial inventories of unsold licenses held by our channel
partners; or
- our inability to increase the number of channel partners that sell our
products and to maintain relationships with existing channel partners.
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- ANNOUNCEMENTS BY PEREGRINE OR OUR COMPETITORS. Announcements of new
products or releases by us or our competitors could cause customers to
delay purchases pending the introduction of the new product or release. In
addition, announcements by us or our competitors concerning pricing
policies could have an effect on our revenues in a given quarter.
- CUSTOMER BUDGETING CYCLES. Our quarter-to-quarter revenues will depend on
customer budgeting cycles. If customers change their budgeting cycles, or
reduce their capital spending on technology, our revenues could decline.
- CHANGES IN PRODUCT MIX. Changes in our product mix could adversely affect
our operating results because some products provide higher margins than
others. For example, margins on software licenses tend to be higher than
margins on maintenance services.
- CANCELLATION OF LICENSES OR MAINTENANCE AGREEMENTS. Cancellations of
licenses or maintenance contracts could reduce our revenues and harm our
operating results. In particular, our customers tend to renew their
maintenance contracts on an annual basis. Substantial cancellations of
maintenance agreements, or a substantial failure to renew maintenance
contracts, would reduce our revenues and harm our operating results.
THE LONG SALES CYCLE FOR OUR PRODUCTS MAY CAUSE SUBSTANTIAL FLUCTUATIONS IN
OUR REVENUES AND OPERATING RESULTS.
Delays in customer orders could result in our revenues being substantially
below the expectations of market analysts. In addition, we may incur substantial
sales and marketing expenses during a particular period in an effort to obtain
orders. If we are unsuccessful in generating offsetting revenues during that
period, our revenues and earnings could be substantially reduced or we could
experience a large loss. We are likely to experience delays in customer orders
because the sales cycle for our products is long and unpredictable.
Specifically, our customers' planning and purchase decisions involve a
significant commitment of resources and a lengthy evaluation and product
qualification process. The sales cycle for our products requires us to engage in
a process that, if it results in a sale, takes six to nine months to complete.
The length of the sales cycle may be extended beyond six or nine months due to
factors over which we have little or no control, including the size of the
transaction and the level of competition we encounter in our sales activities.
During the sales cycle, we typically provide a significant level of education to
prospective customers regarding the use and benefits of our products. Any delay
in the sales cycle of a large license or a number of smaller licenses could have
an adverse effect on our results of operation and financial condition.
SEASONAL TRENDS IN SALES OF OUR SOFTWARE PRODUCTS MAY RESULT IN A PERIODIC
REDUCTION IN OUR REVENUES AND IMPAIRMENT OF OUR OPERATING RESULTS.
Seasonality in our business could result in our revenues in a given period
being less than market estimates. Seasonality could also result in
quarter-to-quarter decreases in our revenues. In either of these events,
seasonality could have an adverse impact on our results of operations.
Historically, our revenues and operating results in our December quarter have
tended to benefit, relative to our June and September quarters, from purchase
decisions made by the large concentration of customers with calendar year-end
budgeting requirements. Our June and September quarters tend to be our weakest.
Revenues and operating results in our March quarter have tended to benefit from
the efforts of our sales force to meet fiscal year-end sales quotas. These
historical patterns may change over time, however, particularly as our
operations become larger and the sources of our revenue change or become more
diverse. For example, our international operations have expanded significantly
in recent years, particularly in Europe. We also have an international presence
in the Pacific Rim and Latin America. We may experience variability in demand
associated with seasonal buying patterns in these foreign markets. As an
example, the September quarter is typically weaker in Europe for many technology
companies, including Peregrine, due to the European summer holiday season.
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IF OUR CUSTOMER MARKETS DO NOT PERCEIVE BENEFITS FROM INTEGRATING
PEREGRINE'S INFRASTRUCTURE MANAGEMENT PRODUCTS WITH HARBINGER'S E-BUSINESS AND
INTERNET PROCUREMENT SOLUTIONS, OUR FUTURE REVENUES MAY NOT GROW, OUR BUSINESS
WOULD BE ADVERSELY AFFECTED, AND OUR STOCK PRICE COULD DECLINE.
The success of our recent acquisition of Harbinger depends on market
acceptance of our strategic initiative to integrate Peregrine's infrastructure
management software products with Harbinger's e-business and Internet
procurement offerings. If customers do not perceive benefits from combining our
product lines, we will not realize the principal strategic benefit that
Peregrine's management anticipated from the acquisition. As a result, we would
not experience increased incremental revenues as a result of the acquisition and
could experience declining revenues or substantially slower revenue growth than
either company experienced prior to the acquisition. Any of these events would
have an adverse effect on our combined operating results and could lead to a
decline in Peregrine's stock price.
BOTH PEREGRINE'S AND HARBINGER'S EXISTING BUSINESSES WERE RELATIVELY NEW AT
THE TIME OF THE ACQUISITION, AND A MARKET FOR THE INTEGRATED ASSET PROCUREMENT
AND MANAGEMENT PRODUCT LINE WE HOPE TO DEVELOP IS STILL DEVELOPING.
Because each of the independent businesses of Peregrine and Harbinger was
still developing at the time of the acquisition, it is hard to predict how the
business of Peregrine and Harbinger as a combined company will evolve or whether
it will achieve market acceptance. In particular, if a market for products and
services that address the full cycle of acquisition, management, maintenance,
and disposition of infrastructure assets does not develop and grow, our business
and operating results would be adversely affected, and our financial condition
could deteriorate.
In addition, without reference to the development of an integrated product
line and business strategy after the acquisition, Peregrine's and Harbinger's
independent markets prior to the acquisition were each new, developing, and
relatively unproven. Until recently, Peregrine's product strategy focused on
providing software products that help to manage business computer networks and
other information technology assets. Beginning in late 1997, through
acquisitions and internal product development, Peregrine expanded its product
line in an effort to develop a market for infrastructure resource management
software solutions that help companies manage the various assets in their
corporate infrastructures, including their computer networks and other
information technology assets. More recently, Peregrine further expanded its
product line to offer products that help manage assets that are not purely
technology assets. These additional products help manage diverse corporate
assets such as corporate car and truck fleets, rail fleets, and physical plant
and facilities. In addition, in the second half of fiscal 2000, Peregrine
introduced GET.IT!, a line of employee self-service products that facilitate the
acquisition and use of infrastructure assets, services, and information.
Harbinger historically focused on providing electronic commerce software
products and network servers and has recently shifted its strategy toward
creating and supporting Internet-based trading and procurement solutions. In
connection with this strategic shift, Peregrine now offers Harbinger's products
on a subscription basis over the Internet for a recurring fee in lieu of a
one-time license payment. As a result, a market for the integrated product line
Peregrine intends to develop as a result of the acquisition does not currently
exist, and the markets for the independent products of Peregrine and Harbinger
are still relatively new and unproven. If a market for our software solutions
and services fails to develop, or develops in ways we do not anticipate, our
business would be seriously impaired. In particular, our revenues and operating
results would decrease, we could experience substantial losses, and our stock
price could decline.
HARBINGER AND SOME OF ITS FORMER OFFICERS AND DIRECTORS ARE DEFENDANTS IN
SHAREHOLDER LITIGATION FOR WHICH NEITHER PEREGRINE NOR HARBINGER IS INSURED. THE
OUTCOME OF THIS LITIGATION, IF DETERMINED ADVERSELY, COULD HAVE A MATERIAL
ADVERSE EFFECT ON PEREGRINE'S FINANCIAL CONDITION.
If outstanding shareholder litigation against Harbinger were decided
adversely to Harbinger, or we were required to settle this litigation for a
substantial sum, our financial condition could be materially
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and adversely affected. In September 1999, a complaint was filed against
Harbinger and some of its current and former officers and directors in the
United States District Court for the Northern District of Georgia. The complaint
alleges causes of action for misrepresentation and violations of federal
securities laws. An amended complaint was filed in March 2000, alleging
additional causes of action, including allegations relating to accounting
improprieties. The complaints relate to alleged actions by Harbinger and its
directors and officers during the period from February 1998 to October 1998.
Harbinger did not maintain directors' and officers' liability insurance during
this period. As a result, Peregrine is not insured with respect to any potential
liability of Harbinger or any officer or director of Harbinger. Harbinger was,
however, obligated under agreements with each of its officers and directors to
indemnify them for the costs incurred in connection with defending themselves
against this litigation and is obligated to indemnify them to the maximum extent
permitted under applicable law if they are held liable. In connection with the
acquisition, Peregrine agreed to honor these contractual arrangements. The
pending litigation is still in the early stages. As a result, we are unable to
estimate the damages, or range of damages, that Peregrine might incur in
connection with this litigation. In addition, defending the litigation will
involve substantial direct expenses and will likely result in a diversion of
management's time and attention away from business operations, which could have
an adverse effect on our results of operations.
IF WE DO NOT RESPOND ADEQUATELY TO OUR INDUSTRY'S EVOLVING TECHNOLOGY
STANDARDS, OR DO NOT CONTINUE TO MEET THE SOPHISTICATED NEEDS OF OUR CUSTOMERS,
SALES OF OUR PRODUCTS MAY DECREASE.
As a result of rapid technological change in our industry, our competitive
position in existing markets, or in markets we may enter in the future, can be
eroded rapidly by product advances and technological changes. We may be unable
to improve the performance and features of our products as necessary to respond
to these developments. In addition, the life cycles of our products are
difficult to estimate. Our growth and future financial performance depend in
part on our ability to improve existing products and develop and introduce new
products that keep pace with technological advances, meet changing customer
needs, and respond to competitive products. Our product development efforts will
continue to require substantial investments. We may not have sufficient
resources to make these investments. In addition, if we are required to expend
substantial resources to respond to specific technological or product changes,
our operating results would be adversely affected.
IF WE CANNOT ATTRACT EXPERIENCED SALES PERSONNEL, SOFTWARE DEVELOPERS, AND
HIGHLY-TRAINED CUSTOMER SERVICE PERSONNEL, WE WILL NOT BE ABLE TO SELL AND
SUPPORT OUR PRODUCTS.
If we are not successful in attracting and retaining qualified sales
personnel, software developers, and customer service personnel, our revenue
growth rates could decrease, or our revenues could decline, and our operating
results could be materially harmed. Our products and services require a
sophisticated selling effort targeted at several key people within our
prospective customers' organizations. This process requires the efforts of
experienced sales personnel as well as specialized consulting professionals. In
addition, the complexity of our products, and issues associated with installing
and maintaining them, require highly trained customer service and support
personnel. We intend to hire a significant number of these personnel in the
future and train them in the use of our products. We believe our success depends
in large part on our ability to attract and retain these key employees.
Competition for these employees is intense, and we have in the past experienced
difficulty recruiting qualified employees.
OUR BUSINESS COULD BE HARMED IF ONE OR MORE MEMBERS OF OUR SENIOR MANAGEMENT
TEAM CHOSE TO LEAVE US.
The loss of the services of one or more our executive officers or key
employees, or the decision of one or more of these individuals to join a
competitor, could adversely affect our business and harm our operating results
and financial condition. Our success depends to a significant extent on the
continued service of our senior management and other key sales, consulting,
technical, and marketing personnel.
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None of our senior management is bound by an employment agreement. In addition,
only a few employees who were significant shareholders of businesses we acquired
are bound by noncompetition agreements. We do not maintain key man life
insurance on any of our employees.
IF WE FAIL TO MANAGE EXPANSION EFFECTIVELY, THIS WILL PLACE A SIGNIFICANT
STRAIN ON OUR MANAGEMENT AND OPERATIONAL RESOURCES.
Our recent growth rates have placed a significant strain on our management
and operational resources. We have expanded our operations rapidly in recent
years, both through numerous acquisitions and internal growth, and intend to
continue to expand in order to pursue market opportunities that our management
believes are attractive. Our customer relationships could be strained if we are
unable to devote sufficient resources to them as a result of our growth, which
could have an adverse effect on our future revenues and operating results.
NEW PRODUCT INTRODUCTIONS OR ENHANCEMENTS OF EXISTING PRODUCTS BY OUR
COMPETITORS COULD ADVERSELY AFFECT OUR ABILITY TO SELL OUR PRODUCTS.
If we cannot compete effectively in our market by offering products that are
comparable in functionality, ease of use, and price to those of our competitors,
our revenues will decrease, and our operating results will be adversely
affected. The market for our products is highly competitive and diverse, and the
technologies for infrastructure management and e-procurement software products
can change rapidly. New products are introduced frequently and existing products
are continually enhanced.
We face competition from a number of sources in the markets for our
infrastructure resource management and e-procurement software solutions.
- In the markets for our infrastructure resource management solutions, we
face competition from providers of internal help desk software
applications for managing information technology service desks, such as
Remedy Corporation and Tivoli Systems, that compete with our enterprise
service desk software; providers of asset management software, including
Remedy, MainControl, and Janus Technologies; providers of facilities
management software, including Archibus, Facilities Information Systems,
and Assetworks (a division of CSI-Maximus); providers of transportation
management software that competes with our fleet management and rail
management software, including Control Software (a division of
CSI-Maximus) and Project Software and Development Inc.; information
technology and systems management companies such as IBM, Computer
Associates, Network Associates, Hewlett-Packard, and Microsoft; numerous
start-up and other entrepreneurial companies offering products that
compete with the functionality offered by one or more of our
infrastructure management products; and the internal information
technology departments of those companies with infrastructure management
needs.
- In the markets for procurement and e-procurement solutions, we have
experienced competition from established competitors in the
business-to-business internet commerce solution market, such as Ariba and
CommerceOne, and established providers of enterprise resource planning
software that are entering the market for procurement and e-procurement
solutions, including Oracle and SAP.
Many of our current and potential competitors have substantially greater
financial, technical, marketing, and other resources than we have. As a result,
they may be able to respond more quickly to new or emerging technologies and
changes in customer needs. They may also be able to devote greater resources
than we can to the development, promotion, and sale of their products. We may
not be able to compete successfully against current and future competitors,
which could have an adverse effect on our future revenues and operating results.
10
<PAGE>
NEW COMPETITORS AND ALLIANCES AMONG EXISTING COMPETITORS COULD IMPAIR OUR
ABILITY TO RETAIN AND EXPAND OUR MARKET SHARE.
Additional competition from new entrepreneurial companies or established
companies entering our markets could have an adverse effect on our business,
revenues, and operating results. In addition, alliances among companies that are
not currently direct competitors could create new competitors with substantial
market presence. Because few barriers to entry exist in the software industry,
we anticipate additional competition from new and established companies as well
as business alliances. We expect that the software industry will continue to
consolidate. In particular, we expect that large software companies will
continue to acquire or establish alliances with our smaller competitors, thereby
increasing the resources available to these competitors. These new competitors
or alliances could rapidly acquire significant market share at our expense.
SYSTEM MANAGEMENT COMPANIES MAY ACQUIRE INFRASTRUCTURE MANAGEMENT AND/OR
HELP DESK SOFTWARE COMPANIES AND CLOSE THEIR SYSTEMS TO OUR PRODUCTS, HARMING
OUR ABILITY TO SELL OUR PRODUCTS.
If large system management providers close their systems to our products,
our revenues and operating results would be seriously harmed. Our ability to
sell our products depends in large part on our products' compatibility with and
support by providers of system management products, including Tivoli (a
subsidiary of IBM), Computer Associates, and Hewlett-Packard. Both Tivoli and
Hewlett-Packard have acquired providers of help desk software products. These
large, established providers of system management products and services may
decide to close their systems to competing vendors like us. They may also decide
to bundle the products that compete with our products with other products for
enterprise licenses for promotional purposes or as part of a long-term pricing
strategy. If that were to happen, our ability to sell our products could be
adversely affected. Increased competition may result from acquisitions of help
desk and other infrastructure management software vendors by system management
companies. Increased competition could result in price reductions, reductions in
our gross margins, or reductions in our market share. Any of these events would
adversely affect our business and operating results.
WE MAY BE UNABLE TO EXPAND OUR BUSINESS AND INCREASE OUR REVENUES IF WE ARE
UNABLE TO EXPAND OUR DISTRIBUTION CHANNELS.
If we are unable to expand our distribution channels effectively, our
business, revenues, and operating results could be harmed. In particular, we
will need to expand our direct sales force and establish relationships with
additional system integrators, original manufacturers, and other third party
channel partners who market and sell our products. If we cannot establish these
relationships, or if our channel partners are unable to market our products
effectively or provide cost-effective customer support and service, our revenues
and operating results will be harmed. Even where we are successful in
establishing a new third-party relationship, our agreement with the third party
may not be exclusive. As a result, our partner may carry competing product
lines.
IF WE ARE UNABLE TO EXPAND OUR BUSINESS INTERNATIONALLY, OUR BUSINESS,
REVENUES, AND OPERATING RESULTS COULD BE HARMED.
In order to grow our business, increase our revenues, and improve our
operating results, we believe we must expand internationally. If we expend
substantial resources pursuing an international strategy and are not successful,
our revenues would be less than we or market analysts anticipate, and our
operating results would suffer. International revenues represented approximately
36.0% of Peregrine's business in each of fiscal 1998 and 1999 and approximately
41.0% of Peregrine's business in fiscal 2000. We have several international
sales offices in Europe as well as offices in Japan, Singapore, and Australia.
International expansion will require significant management attention and
financial resources, and we may not be successful expanding our international
operations. We have limited experience in developing local language versions of
our products or in marketing our products to international customers. We may not
be able to successfully translate, market, sell and deliver our products
internationally.
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<PAGE>
CONDUCTING BUSINESS INTERNATIONALLY POSES RISKS THAT COULD AFFECT OUR
FINANCIAL RESULTS.
Even if we are successful in expanding our operations internationally,
conducting business outside North America poses many risks that could adversely
affect our operating results. These include the following:
- gains and losses resulting from fluctuations in currency exchange rates,
for which hedging activities may not adequately protect us;
- longer payment cycles;
- difficulties in staffing and managing international operations;
- problems in collecting accounts receivable; and
- the adverse effects of tariffs, duties, price controls, or other
restrictions that impair trade.
IF IMMIGRATION LAWS LIMIT OUR ABILITY TO RECRUIT AND EMPLOY SKILLED
TECHNICAL PROFESSIONALS FROM OTHER COUNTRIES, OUR BUSINESS AND OPERATING RESULTS
COULD BE HARMED.
Limitations under United States immigration laws could prevent us from
recruiting skilled technical personnel from foreign countries, which could harm
our business if we do not have sufficient personnel to develop new products and
respond to technological changes. This inability to hire technical personnel
could lead to future decreases in our revenues, or decreases in our revenue
growth rates, either of which would adversely affect our operating results.
Because of severe shortages for qualified technical personnel in the United
States, many companies, including Peregrine, have recruited engineers and other
technical personnel from foreign countries. Foreign computer professionals such
as those we have employed typically become eligible for employment in the United
States by obtaining a nonimmigrant visa. The number of nonimmigrant visas is
limited annually by federal immigration laws. In recent years, despite increases
in the number of available visas, the annual allocation has been exhausted well
before year end.
WE HAVE MADE SUBSTANTIAL CAPITAL COMMITMENTS THAT COULD HAVE AN ADVERSE
EFFECT ON OUR OPERATING RESULTS AND FINANCIAL CONDITION IF OUR BUSINESS DOES NOT
GROW.
We have made substantial capital commitments in our business that could
seriously harm our financial condition if our business does not grow and we do
not have adequate resources to satisfy our obligations. In June 1999, we entered
into a series of leases providing us with approximately 540,000 square feet of
office space and an option to lease 118,000 square feet. Even excluding the
exercise of the option, the leases require a minimum aggregate lease payment of
approximately $124.0 million over the twelve year term of the leases. The office
space (including the option) is intended for a five building campus in San
Diego, California. We have relocated our San Diego operations to three of these
buildings and intend for the present time to sublease the remaining two
buildings. The capital commitments, construction oversight, and movement of
personnel and facilities involved in a transaction of this type and magnitude
present numerous risks, including:
- failure to properly estimate the future growth of our business;
- inability to sublease excess office space if we underestimate future
growth;
- disruption of operations; and
- inability to match fixed lease payments with fluctuating revenues, which
could impair our earnings or result in losses.
PRODUCT DEVELOPMENT DELAYS COULD HARM OUR COMPETITIVE POSITION AND REDUCE
OUR REVENUES.
If we experience significant product development delays, our position in the
market would be harmed and our revenues could be substantially reduced, which
would adversely affect our operating results. We have experienced product
development delays in the past and may experience delays in the
12
<PAGE>
future. In particular, we may experience product development delays associated
with the integration of recently acquired products and technologies. Delays may
occur for many reasons, including the inability to hire a sufficient number of
developers, discovery of bugs and errors, or a failure of our current or future
products to conform to industry requirements.
ERRORS OR OTHER SOFTWARE BUGS IN OUR PRODUCTS COULD RESULT IN SIGNIFICANT
EXPENDITURES TO REMEDY OR CORRECT THE ERRORS OR BUGS.
If we are required to expend significant amounts to correct software bugs or
errors, our revenues could be harmed as a result of our inability to deliver the
product, and our operating results could be impaired as we incur additional
costs without offsetting revenues. Errors can be detected at any point in a
product's life cycle. We have experienced errors in the past that resulted in
delays in product shipment and increased costs. Discovery of errors could result
in any of the following:
- loss of or delay in revenues and loss of customers or market share;
- failure to achieve market acceptance;
- diversion of development resources and increased development expenses;
- increased service and warranty costs;
- legal actions by our customers; and
- increased insurance costs.
WE COULD EXPERIENCE LOSSES AS A RESULT OF OUR STRATEGIC INVESTMENTS.
If our strategic investments in other companies are not successful, we could
incur losses. We have made and expect to continue to make minority investments
in companies with businesses or technologies that we consider to be
complementary with our business or technologies. These investments have
generally been made by issuing shares of our common stock and, to a lesser
extent, with cash. Many of these investments are in companies whose operations
are not yet sufficient to establish them as profitable concerns. Adverse changes
in market conditions or poor operating results of underlying investments could
result in our incurring losses or an inability to recover the carrying value of
our investments.
OUR PAST ACQUISITIONS OF OTHER BUSINESSES AND POTENTIAL FUTURE ACQUISITIONS
PRESENT RISKS THAT COULD ADVERSELY AFFECT OUR BUSINESS.
Since September 1997, we have completed ten acquisitions. In the future, we
may acquire, or make large investments in, other businesses that offer products,
services and technologies that further our goal of providing integrated
infrastructure management software solutions to businesses. Past acquisitions
and any future acquisitions or investments that we may complete present risks
commonly encountered with these types of transactions. The following are
examples of such risks:
- difficulty in combining the technology, operations, or work force of the
acquired business;
- disruption of our on-going businesses;
- difficulty in realizing the potential financial and strategic position of
Peregrine through the successful integration of the acquired business;
- difficulty in maintaining uniform standards, controls, procedures and
policies;
- possible impairment of relationships with employees and clients as a
result of any integration of new businesses and management personnel;
- difficulty in adding significant numbers of new employees, including
training, evaluation and coordination of effort of all employees towards
our corporate mission;
13
<PAGE>
- diversion of management attention;
- difficulty in obtaining preferred acquisition accounting treatment for
these types of transactions because there is a likelihood that future
acquisitions will require purchase accounting, resulting in increased
intangible assets and goodwill, substantial amortization of such assets
and goodwill and a negative impact on reported earnings; and
- potential dilutive effect on earnings.
The risks described above, either individually or in the aggregate, could
result in decreases in our revenues and operating profits and could even result
in operating losses. Future acquisitions, if any, could provide for
consideration to be paid in cash, shares of our common stock, or a combination
of cash and our common stock. However, we may not be able to complete any such
future acquisitions.
WE COULD BE COMPETITIVELY DISADVANTAGED IF WE ARE UNABLE TO PROTECT OUR
INTELLECTUAL PROPERTY.
If we fail to adequately protect our proprietary rights, our competitors
could offer similar products relying on technologies developed by us,
potentially harming our competitive position and decreasing our revenues. We
attempt to protect our intellectual property rights by limiting access to the
distribution of our software, documentation, and other proprietary information
and by relying on a combination of copyright, trademark, and trade secret laws.
In addition, we enter into confidentiality agreements with our employees and
certain customers, vendors, and strategic partners. In some circumstances,
however, we may, if required by a business relationship, provide our licensees
with access to our data model and other proprietary information underlying our
licensed applications.
Despite precautions that we take, it may be possible for unauthorized third
parties to copy aspects of our current or future products or to obtain and use
information that we regard as proprietary. Policing unauthorized use of software
is difficult, and some foreign laws do not protect our proprietary rights to the
same extent as United States laws. Litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets, or to
determine the validity and scope of the proprietary rights of others. If we are
required to pursue litigation to enforce our proprietary rights, we could incur
substantial costs and management attention could be diverted, either of which
could adversely affect our revenues and operating results.
IF WE BECOME INVOLVED IN A PROTRACTED INTELLECTUAL PROPERTY DISPUTE, OR ONE
WITH A SIGNIFICANT DAMAGES AWARD OR WHICH REQUIRES US TO CEASE SELLING OUR
PRODUCTS, WE COULD BE SUBJECT TO SIGNIFICANT LIABILITY, AND THE TIME AND
ATTENTION OF OUR MANAGEMENT COULD BE DIVERTED.
In recent years, there has been significant litigation in the United States
involving intellectual property rights, including companies in the software
industry. Intellectual property claims against us and any resulting lawsuit, if
successful, could subject us to significant liability for damages and invalidate
what we currently believe are our proprietary rights. These lawsuits, regardless
of their success, would likely be time-consuming and expensive to resolve and
could divert management's time and attention. Any potential intellectual
property litigation could also force us to do one or more of the following:
- cease selling, incorporating, or using products or services that
incorporate the infringed intellectual property;
- obtain from the holder of the infringed intellectual property a license to
sell or use the relevant technology, which license may not be available on
acceptable terms, if at all; or
- redesign those products or services that incorporate the disputed
technology, which could result in substantial unanticipated development
expenses.
If we are subject to a successful claim of infringement and we fail to
develop noninfringing technology or license the infringed technology on
acceptable terms and on a timely basis, our revenues could decline or our
expenses could increase.
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<PAGE>
We may in the future initiate claims or litigation against third parties for
infringement of our proprietary rights or to determine the scope and validity of
our proprietary rights or the proprietary rights of competitors. These claims
could result in costly litigation and the diversion of technical and management
personnel's attention.
WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS THAT COULD RESULT IN
SIGNIFICANT COSTS.
If we are held liable for damages incurred as a result of our products, our
operating results could be significantly impaired. Our license agreements with
our customers typically contain provisions designed to limit exposure to
potential product liability claims. These limitations may not be enforceable
under the laws of some jurisdictions, however. Although we have not experienced
any product liability claims to date, the sale and support of our products
entails the risks of these claims.
CONTROL BY OUR OFFICERS AND DIRECTORS MAY LIMIT OUR STOCKHOLDERS' ABILITY TO
INFLUENCE MATTERS REQUIRING STOCKHOLDER APPROVAL AND COULD DELAY OR PREVENT A
CHANGE IN CONTROL, WHICH COULD PREVENT OUR STOCKHOLDERS FROM REALIZING A PREMIUM
IN THE MARKET PRICE OF THEIR COMMON STOCK.
The concentration of ownership of our common stock by our officers and
directors could delay or prevent a change in control or discourage a potential
acquirer from attempting to obtain control of us. This could cause the market
price of our common stock to fall or prevent our stockholders from realizing a
premium in the market price of our common stock in the event of an acquisition.
As of June 30, 2000, our officers and directors owned approximately 15,881,480
shares of our common stock (including shares issuable upon exercise of options
exercisable within 60 days of June 30, 2000), representing approximately 11.1%
of our total shares outstanding.
PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY DISCOURAGE
POTENTIAL ACQUISITION BIDS FOR US AND MAY PREVENT CHANGES IN OUR MANAGEMENT THAT
OUR STOCKHOLDERS OTHERWISE WOULD APPROVE.
Some provisions of our charter documents eliminate the right of stockholders
to act by written consent without a meeting and impose specific procedures for
nominating directors and submitting proposals for consideration at a stockholder
meeting. These provisions are intended to increase the likelihood of continuity
and stability in the composition of our board of directors and the policies
established by the board of directors. These provisions also discourage some
types of transactions, which may involve an actual or threatened change of
control. These provisions are designed to reduce our vulnerability to an
unsolicited acquisition proposal. As a result, these provisions could discourage
potential acquisition proposals and could delay or prevent a change of control
transaction. These provisions are also intended to discourage common tactics
that may be used in proxy fights. As a result, they could have the effect of
discouraging third parties from making tender offers for our shares. These
provisions may prevent the market price of our common stock from reflecting the
effects of actual or rumoured take-over attempts. These provisions may also
prevent changes in our management.
Our board of directors has the authority to issue up to 5,000,000 shares of
preferred stock in one or more series. The board of directors can fix the price,
rights, preference, privileges and restrictions of this preferred stock without
any further vote or action by our stockholders. The issuance of preferred stock
allows us to have flexibility in connection with possible acquisitions and other
corporate purposes. The issuance of preferred stock, however, may delay or
prevent a change in control transaction. As a result, the market price of our
common stock and other rights of holders of our common stock may be adversely
affected, including the loss of voting control to others.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the selling
stockholders. The selling stockholders will receive all net proceeds from the
sale of our common stock under this prospectus.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information with respect to the number of
shares of common stock owned by the selling stockholders named below and as
adjusted to give effect to the sale of the shares offered hereby. The
information in the table below is current as of the date of this prospectus. The
shares are being registered to permit public secondary trading of the shares,
and the selling stockholders may offer the shares for resale from time to time
for a period of sixty (60) days from the date of this prospectus.
The selling stockholders acquired the shares being offered in connection
with our acquisition of Loran Network Holding Corporation Inc. In the
acquisition, the shares of common stock were issued pursuant to exemptions from
the registration requirements of the Securities Act of 1933, and we agreed to
register the shares of our common stock received by the former shareholders of
Loran pursuant to the registration statement of which this prospectus is a part.
None of the selling stockholders owns, or will own after the offering, more than
1% of our outstanding common stock.
Shares of common stock subject to options that are currently exercisable or
exercisable within 60 days of August 31, 2000 are treated as outstanding and
beneficially owned by the person holding the options and are listed under the
"Shares Underlying Options" column below. Peregrine has separately registered
the shares of common stock issuable upon exercise of these options on a
Registration Statement on Form S-8.
Some of the shares held by the selling stockholders are registered in the
name of a broker as trustee of a trust which is a registered retirement savings
plan under the Income Tax Act (Canada). Where applicable, we specify the number
of shares held in these plans in the footnotes to the table, and refer to each
registered retirement savings plan as an RRSP.
The shares offered by this prospectus may be offered from time to time by
the selling stockholders named below:
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING AFTER OFFERING
---------------------------- ------------------------
SHARES OF SHARES NUMBER SHARES OF SHARES
COMMON UNDERLYING OF SHARES COMMON UNDERLYING
STOCK OPTIONS OFFERED STOCK OPTIONS
--------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
SELLING STOCKHOLDERS
Rasneek Ahuja (1)............................... 1,183 1,147 1,183 -- 1,147
Aviso Technologies, Inc......................... 287 -- 287 -- --
Bob Benesko (2)................................. 3,064 21,496 3,064 -- 21,496
Sandra Blair (3)................................ 3,763 -- 3,763 -- --
Mark Brazeau (4)................................ 323 323 323 -- 323
Alfred Bright................................... 54 54 54 -- 54
Joseph Catalfamo................................ 25,207 -- 25,207 -- --
Centara Corporation............................. 55,560 -- 55,560 -- --
Michael Charouhas (5)........................... 323 108 323 -- 108
Yong Chen (6)................................... 6,700 -- 6,700 -- --
Douglas Cuff.................................... 146 287 146 -- 287
Patrick Curtin (7).............................. 430 -- 430 -- --
Matthew Darwin (8).............................. 2,150 4,729 2,150 -- 4,729
Nicholas Dawes (9).............................. 39,198 80,607 39,198 -- 80,607
Shishan Guo..................................... 144 -- 144 -- --
Carol Hamilton.................................. 323 108 323 -- 108
Blaine Hobson (10).............................. 63,016 -- 63,016 -- --
Hobson Equities Inc............................. 54,684 -- 54,684 -- --
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING AFTER OFFERING
---------------------------- ------------------------
SHARES OF SHARES NUMBER SHARES OF SHARES
COMMON UNDERLYING OF SHARES COMMON UNDERLYING
STOCK OPTIONS OFFERED STOCK OPTIONS
--------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Bill Holman..................................... 10,748 32,243 10,748 -- 32,243
Judy Horrigan (11).............................. 5,912 -- 5,912 -- --
Donald Innes.................................... 502 1,362 502 -- 1,362
Gerry Kilfeather (12)........................... 5,912 3,225 5,912 -- 3,225
Elmer Kim....................................... 6,303 -- 6,303 -- --
Jonathan Layes (13)............................. 5,490 -- 5,490 -- --
David Levy (14)................................. 641,605 83,294 553,629 87,976 83,294
Richard Maheu (15).............................. 9,028 32,234 9,028 -- 32,243
Ross Morgan (16)................................ 431 645 431 -- 645
Jack Moyer...................................... 359 -- 359 -- --
Charles Murray.................................. 2,687 -- 2,687 -- --
Jack Murray..................................... 8,061 -- 8,061 -- --
Linda Oesterich (17)............................ 3,810 556 3,810 -- 556
Kim Parsons (18)................................ 1,362 968 1,362 -- 968
Hai Pham (19)................................... 1,581 -- 1,581 -- --
Douglas Powell.................................. 1,075 -- 1,075 -- --
Leighton Powell (20)............................ 586,630 107,476 505,189 81,441 107,476
Mary Preston (21)............................... 495 430 495 -- 430
Chris Racicot................................... 27 63 27 -- 63
Arvind Ramaswamy (22)........................... 2,499 3,654 2,499 -- 3,654
Michael Raz (23)................................ 717 2,329 717 -- 2,329
Mark Rollins (24)............................... 15,675 1,451 15,675 -- 1,451
Sonia Roumaniotis............................... 76 -- 76 -- --
David Schenkel (25)............................. 212,108 -- 212,108 -- --
Corie Seed...................................... 36 198 36 -- 198
Shulwood Inc.................................... 10,503 -- 10,503 -- --
Michael Slavitch (26)........................... 15,066 15,380 15,066 -- 15,380
Lubna Tayabali (27)............................. 2,871 144 2,871 -- 144
M. Kate Twiss................................... 108 -- 108 -- --
John Virden..................................... 92,537 -- 92,537 -- --
Whitecastle Investments Limited................. 1,006,101 -- 1,006,101 -- --
Willemse, Conrad (28)........................... 2,150 -- 2,150 -- --
Lei Ye.......................................... 645 -- 645 -- --
Cynthia Yendt-Lunn (29)......................... 6,163 -- 6,163 -- --
</TABLE>
------------------------
(1) Includes 860 shares held in an RRSP by Merrill Lynch for the benefit of Ms.
Ahuja.
(2) Includes 3,064 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Benesko.
(3) Includes 1,613 shares held in an RRSP by Merrill Lynch for the benefit of
Ms. Blair.
(4) Includes 323 shares held in an RRSP by Merrill Lynch for the benefit of Mr.
Brazeau.
(5) Includes 323 shares held in an RRSP by Merrill Lynch for the benefit of Mr.
Charouhas.
(6) Includes 3,780 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Chen.
(7) Includes 430 shares held in an RRSP by Merrill Lynch for the benefit of Mr.
Curtin.
(8) Includes 933 shares held in an RRSP by Merrill Lynch for the benefit of Mr.
Darwin.
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<PAGE>
(9) Includes 1,581 shares held in an RRSP by RBC Dominion Securities for the
benefit of Mr. Dawes.
(10) Includes 54,684 shares held by Hobson Equities Inc. and 8,332 shares held
in an RRSP by Gundyco for the benefit of Mr. Hobson.
(11) Includes 4,066 shares held in an RRSP by Merrill Lynch for the benefit of
Ms. Horrigan.
(12) Includes 3,977 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Kilfeather.
(13) Includes 4,087 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Layes.
(14) Includes 7,903 shares held in an RRSP by RBC Dominion Securities for the
benefit of Mr. Levy's wife, Gillian Levy, 280,042 shares held by 3803147
Canada Inc, and 280,042 shares held by 3803155 Canada Inc. Of these
shares, 7,179 shares held by 3803147 Canada Inc., 7,179 shares held by
3803155 Canada Inc. and 73,618 shares held by Mr. Levy are currently held
in escrow pursuant to the terms of the acquisition agreement to indemnify
Peregrine for losses arising out of any inaccuracy, breach or failure to
comply with the representations and warranties made or delivered by Loran
in connection with the acquisition. These escrow shares will remain
subject to the escrow provisions until August 2001 and will not be sold in
this offering. Mr. Levy is the sole shareholder of both 3803147 Canada
Inc. and 3803155 Canada Inc.
(15) Includes 9,028 shares held in an RRSP by Gundyco for the benefit of Mr.
Maheu.
(16) Includes 108 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Morgan.
(17) Includes 2,842 shares held in an RRSP by Merrill Lynch for the benefit of
Ms. Oesterich.
(18) Includes 287 shares held by Aviso Technologies, Inc. and 1,075 shares held
by Merrill Lynch as trustee of a trust for the benefit of Ms. Parsons.
(19) Includes 828 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Pham.
(20) Includes 7,903 shares held in an RRSP by RBC Dominion Securities for the
benefit of Mr. Powell, 289,363 shares held by 3803163 Canada Inc., and
289,364 shares held by 3803169 Canada Inc. Of these shares, 40,720 shares
held by 3803163 Canada Inc. and 40,721 shares held by 3803169 Canada Inc.
are currently held in escrow pursuant to the terms of the acquisition
agreement to indemnify Peregrine for losses arising out of any inaccuracy,
breach or failure to comply with the representations and warranties made
or delivered by Loran in connection with the acquisition. These escrow
shares will remain subject to the escrow provisions until August 2001 and
will not be sold in this offering. Mr. Powell is the sole shareholder of
3803163 Canada Inc. and 3803169 Canada Inc.
(21) Includes 495 shares held in an RRSP by Merrill Lynch for the benefit of
Ms. Preston.
(22) Includes 941 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Ramaswamy.
(23) Includes 717 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Raz.
(24) Includes 8,062 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Rollins.
(25) Includes 26,869 shares held by 1004281 Ontario, Inc., 16,122 shares held
by Scotia McLeod, Inc. as trustee of a trust for the benefit of 1004281
Ontario, Inc., and 7,903 shares held in an RRSP by Scotia McLeod, Inc. for
the benefit of Mr. Schenkel. Mr. Schenkel is the sole shareholder of
1004281 Ontario, Inc.
(26) Includes 15,066 shares held in an RRSP by Merrill Lynch for the benefit of
Mr. Slavitch.
(27) Includes 1,094 shares held in an RRSP by Merrill Lynch for the benefit of
Ms. Tayabali.
(28) Includes 2,150 shares held in an RRSP by Gundyco for the benefit of Mr.
Willemse.
(29) Includes 5,625 shares held in an RRSP by Merrill Lynch for the benefit of
Ms. Yendt-Lunn.
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<PAGE>
PLAN OF DISTRIBUTION
Peregrine will not receive any proceeds from the sale of the shares. The
shares may be sold or distributed from time to time by the selling stockholders
or by pledgees, donees, transferees of, or other successors in interest directly
to one or more purchasers (including pledgees) or through brokers, dealers or
underwriters who may act solely as agents or may acquire shares as principals at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices, all of which
may be changed. The distribution of the shares may be effected in one or more
transactions that may take place through the Nasdaq National Market, including
block trades or ordinary broker's transactions, or through privately negotiated
transactions, or through a combination of any such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or negotiated prices. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the selling stockholder
in connection with such sales.
At the time of the amalgamation transaction between Peregrine and Loran,
each shareholder of Loran receiving shares of Peregrine common stock in reliance
on the exemption from registration set forth under Regulation S of the
Securities Act of 1933 agreed not to engage in any hedging activities with
respect to shares of Peregrine common stock received in the transaction unless
such activities were in compliance with the Securities Act of 1933. Each such
shareholder specifically agreed, without limiting their general obligation, not
to (i) use the shares of Peregrine common stock received in the transaction to
cover any short trading position in Peregrine's common stock or (ii) enter into
any "equity swap" or similar arrangement involving the Peregrine shares received
in the transaction. Subject to these contractual and legal limitations, the
selling stockholders or their successors in interest may, to the extent
permitted under the Securities Act of 1933, enter into hedging transactions with
broker-dealers who may engage in short sales of shares in the course of hedging
the positions they assume with the selling stockholders. The selling
stockholders or their successors in interest may also enter into option or other
transactions with the broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.
The aggregate proceeds to the selling stockholders from the sale of the
shares will be the purchase price of the common stock sold less the aggregate
agents' commissions, if any, and other expenses of issuance and distribution not
borne by us. The selling stockholders and any dealers or agents that participate
in the distribution of the shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, and any profit on the sale of the shares
by them and any commissions received by any such dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act of
1933.
To the extent required, the specific shares of common stock to be sold, the
name of the selling stockholders, the purchase price, the public offering price,
the names of any such agent, dealer or underwriter, and any applicable
commission or discount with respect to a particular offering will be set forth
in an accompanying prospectus supplement.
We have agreed to bear certain expenses of registration of the common stock
under federal and state securities laws and of any offering and sale hereunder
not including certain expenses, such as commissions of dealers or agents and
fees attributable to the sale of the shares. We have agreed to indemnify the
selling stockholders against certain liabilities, including certain potential
liabilities under the Securities Act of 1933. The selling stockholders have also
agreed to indemnify us against certain liabilities, including certain potential
liabilities under the Securities Act of 1933.
Any securities covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act of 1933 may be sold under that Rule rather
than pursuant to this prospectus.
There can be no assurance that the selling stockholders will sell any or all
of the shares of common stock offered by them under this prospectus.
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LEGAL MATTERS
The validity of the shares of common stock offered hereby has been passed
upon for Peregrine by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California.
EXPERTS
The audited consolidated financial statements and schedule of Peregrine as
of March 31, 2000 and 1999 and for each of the three years in the period ended
March 31, 2000, the consolidated financial statements of Telco Research
Corporation Limited as of January 31, 2000 and December 31, 1998 and for the
thirteen months ended January 31, 2000 and the year ended December 31, 1998 and
the financial statements of Telco Research Corporation as of December 31, 1997
and 1996 and for the years then ended, incorporated by reference in this
prospectus and the Registration Statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.
The audited consolidated financial statements of Harbinger Corporation as of
December 31, 1999 and 1998 and for the years ended December 31, 1999, 1998 and
1997, incorporated by reference in this prospectus and the Registration
Statement, have been audited by KPMG LLP, independent auditors, as indicated in
their report thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said report.
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