Document/Exhibit Description Pages Size
1: 8-K Current Report 3 11K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 20 92K
Liquidation or Succession
3: EX-99.1 Miscellaneous Exhibit 3 14K
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) December 14, 1999
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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 December 14, 1999, pursuant to a Common Stock Exchange Agreement,
Peregrine Systems, Inc., a Delaware corporation ("Peregrine") issued and
exchanged 1,121,966 shares of its common stock for 5,395,642 shares of the
common stock of GoldMine Software Corporation, a Delaware corporation
("GoldMine"), representing approximately 10% of the outstanding GoldMine common
stock on a pro forma basis. All shares of Peregrine common stock and GoldMine
common stock issued in the exchange are "restricted securities" within the
meaning of the Securities Act of 1933, as amended, and each of GoldMine and
Peregrine has agreed to provide registration rights to the other to permit the
resale of such securities.
GoldMine, based in Colorado Springs, Colorado, is a leading provider of
internal help-desk and customer relationship solutions for small- to mid-size
businesses.
The exchange of Peregrine common stock for a minority equity position
in GoldMine was completed concurrently with the announcement of a value-added
reseller agreement between the parties that enables GoldMine to sell a number of
Peregrine products in combination with GoldMine's help desk software, sales
force automation and customer relationship management solutions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
Not required
(b) Pro Forma Financial Information.
Not required
(c) Exhibits.
[Download Table]
Exhibits Description
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2.1 Common Stock Exchange Agreement dated December 14, 1999
between Peregrine and GoldMine
99.1 Press release of Peregrine Systems, Inc., dated December
15, 1999
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: December 21, 1999
By: /s/ Richard T. Nelson
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Richard T. Nelson, Vice President,
General Counsel and Secretary
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 12/21/99 | | 3 | | | | | S-3 |
| | 12/15/99 | | 2 |
| For Period End: | | 12/14/99 | | 1 | | 2 |
| List all Filings |
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