Document/Exhibit Description Pages Size
1: 8-K Current Report 3 13K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 70 295K
Liquidation or Succession
3: EX-99.1 Miscellaneous Exhibit 3 15K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 30, 2000
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PEREGRINE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-22209 95-3773312
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(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
12670 HIGH BLUFF DRIVE, SAN DIEGO, CALIFORNIA 92130
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(Address of principal executive offices of Registrant)
(858) 481-5000
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On February 3, 2000, the Board of Directors of Peregrine Systems, Inc.,
a Delaware corporation ("Peregrine" or the "Company"), approved the
acquisition of all of the issued shares of Telco Research Corporation
Limited, a Canada Business Act corporation ("Telco"). Pursuant to the
acquisition agreement for plan of arrangement (the "Acquisition Agreement"),
dated as of February 8, 2000, by and among the Company, Peregrine Nova Scotia
Company, an unlimited liability company existing under the Nova Scotia
Companies Act and a direct wholly owned subsidiary of the Company, Telco, and
1400066 Ontario Inc., an Ontario corporation (the "Amalgamation Sub"),
providing for the amalgamation of Target and Amalgamation Sub to form a new
entity that will become a wholly-owned subsidiary of Peregrine Nova Scotia
Company (the "Merger"), Peregrine purchased all of the common stock of Telco
(the "Acquisition"). The Acquisition was completed on March 30, 2000.
The aggregate purchase price for all issued shares of Telco consisted of
2,520,447 shares of Peregrine's Common Stock (the "Peregrine Shares").
All of the Peregrine Shares issued in the Acquisition were sold in
reliance on the exemption from registration under the Securities Act of 1933,
as amended ("Securities Act") contained in Section 3(a)(10) of the Act and
are freely tradable unless held by affiliates, in which case they must be
sold only pursuant to Rule 145 promulgated under the Securities Act.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
The required financial statements shall be filed by amendment not
later than 60 days after this initial report must be filed.
(b) Pro Forma Financial Information.
The required financial statements shall be filed by amendment not
later than 60 days after this initial report must be filed.
(c) Exhibits.
[Download Table]
Exhibits Description
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2.1 Acquisition Agreement for Plan of Arrangement, dated as
of February 8, 2000, by and among Peregrine,
Peregrine Nova Scotia Company, an unlimited liability
company existing under the Nova Scotia Companies Act and
a direct wholly owned subsidiary of Company, Telco, and
1400066 Ontario, Inc., an Ontario corporation. (Pursuant
to Item 601(b)(2) of Regulation SK, the exhibits to the
Acquisition Agreement have been omitted. The Registrant
agrees to furnish such exhibits supplementally upon the
request of the Commission.)
99.1 Press release of Peregrine Systems, Inc. dated April 3, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PEREGRINE SYSTEMS, INC.
Dated: April 6, 2000
By: /s/ ERIC DELLER
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Eric Deller
Vice President and General Counsel
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/6/00 | | 3 | | | | | 425 |
| | 4/3/00 | | 2 |
| For Period End: | | 3/30/00 | | 1 | | 2 |
| | 2/8/00 | | 2 |
| | 2/3/00 | | 2 |
| List all Filings |
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