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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Peerless Systems Corporation
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
California 95-3732595
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
2381 Rosecrans Avenue, El Segundo, California 90245
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt If this Form relates to the registration of a class of
securities and is effective upon filing pursuant to debt securities and is to become effective simultaneously
General Instruction A(c)(1) please check the following with the effectiveness of a concurrent registration
box. [_] statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following
box. [_]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is contained
in the section entitled "Description of Capital Stock," commencing at page 50 of
the Prospectus included in the Registrant's Amendment No. 1 to Form S-1
Registration Statement, No. 333-09357 (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") on August 27, 1996 and
is incorporated herein by reference.
ITEM 2. EXHIBITS.
The Registrant will reincorporate in Delaware concurrently upon the closing
of the offering (the "Offering") contemplated in the Registration Statement.
Exhibit
Number Description
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3.1 Restated Articles of Incorporation of the Registrant. (1)
3.2 Form of Certificate of Incorporation of the Registrant to be
effective upon the closing of the Offering. (2)
3.3 Bylaws of the Registrant. (1)
3.4 Bylaws of the Registrant to be effective upon the closing of the
Offering. (2)
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(1) Filed as the like-numbered exhibit to Registrant's Form S-1 Registration
Statement, No. 333-09357, filed with the Securities and Exchange Commission
on August 1, 1996 and incorporated herein by reference.
(2) Filed as the like-numbered exhibit to Registrant's Amendment No. 1 to Form
S-1 Registration Statement, No. 333-09357, filed with the Securities and
Exchange Commission on August 27, 1996 and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
PEERLESS SYSTEMS CORPORATION
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(Registrant)
Date: August 29, 1996 By: /s/ Edward A. Gavaldon
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Edward A. Gavaldon
President and Chief Executive Officer
