UNITED
STATES
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
November
11, 2010
Date of
Report (Date of earliest event reported)
PEERLESS SYSTEMS
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State
of Incorporation)
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0-21287
(Commission
File Number)
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95-3732595
(IRS
Employer
Identification
Number)
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2361
Rosecrans Avenue
Suite
440
El
Segundo, CA 90245
(Address
of principal executive offices) (Zip Code)
(310)
536-0908
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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x
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02. Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers.
(b) In
connection with the closing of the tender offer (the “Offer”) commenced by
Peerless Systems Corporation (the “Company”) on October 5, 2010, Gregory
Bylinsky, Jefferson Gramm and Eddie Ramsden resigned from the Company’s Board of
Directors (the “Board”), effective November 11, 2010. Such resignations took place
pursuant to the
Amended and Restated Nomination Agreement (the “Nomination Agreement”),
dated August 26, 2010, with Bandera Partners LLC, Bandera Master Fund
L.P., Bandera Partners Management LLC, Gregory Bylinsky, and Jefferson
Gramm, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report
on Form 8-K dated August 27, 2010 and the letter agreement between the company,
Mr. Ramsden and Caburn Management LP, dated August 31, 2010, a copy of which was
filed as Exhibit (d)(6) to the Company’s Tender Offer Statement on Schedule TO,
dated October 4, 2010.
(e) On
November 11, 2010, in connection with the closing of the Offer and pursuant to
the Nomination Agreement, the size of the Board was fixed at six directors and
Eric Kuby and Robert Frankfurt were elected as directors of the
Company.
Mr. Kuby,
age 50, has been a Chief Investment Officer and a member of the Investment
Committee of North Star Investment Management Corporation, an SEC registered
investment advisor (“North Star”), since September 2004. Previously, he was a
Director of Investments at Wachovia Securities and a Senior Portfolio Manager of
First Albany Asset Management, where he served on the Investment Strategy
Committee specifically responsible for the micro cap portfolio. Prior to
joining First Albany, Mr. Kuby was Senior Portfolio Manager at Oppenheimer
Investment Advisors, Chief Investment Officer at Rodman Advisory Services and
Associate Director at Bear Stearns. Mr. Kuby holds an MBA in Finance as well as
a BA in Economics from The University of Chicago. He holds the Series 7,
63 and 65 securities licenses. The Board believes that Mr. Kuby’s
experience as the Chief Investment Officer of North Star Investment Management
Corporation will be valuable to the Company as it explores investment
opportunities with its remaining assets after the Offer. Mr. Kuby may be
deemed to beneficially own 348,016 shares of the Company’s common
stock. 285,647 shares are held by the Kuby-Gottlieb Special Value
Fund of which North Star is the investment manager. 62,375 shares are
held in other accounts managed by North Star. Mr. Kuby may be deemed to
beneficially own such shares because he is the Chief Investment Officer and a
member of the investment committee of North Star. Mr. Kuby disclaims
ownership of such shares, except to the extent of his pecuniary interest
therein.
Mr.
Frankfurt, age 45, is the founder of Myca Partners, Inc., an investment advisory
services firm, and has served as its President since November 2006. From
February 2005 through December 2005, Mr. Frankfurt served as the Vice President
of Sandell Asset Management Corp., a privately owned hedge fund. From
October 2002 through January 2005, Mr. Frankfurt was a private investor.
Mr. Frankfurt graduated from the Wharton School of Business at the University of
Pennsylvania with a B.S. in Economics and received an M.B.A. from the Anderson
Graduate School of Management at UCLA. The Board believes that Mr. Frankfurt's
experience in managing and making investments, including value-oriented
investments, will be valuable to the Company as it explores investment
opportunities with its remaining assets after the Offer. Mr. Frankfurt is
also a director of WHX Corporation, a diversified global industrial company and
Mercury Payment Systems, a payment processing solutions provider. Mr.
Frankfurt does not beneficially own any shares of the Company’s common
stock.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PEERLESS
SYSTEMS CORPORATION
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Date: November
16, 2010
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By:
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/s/
William Neil
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Name:
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William
Neil
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Title:
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Chief
Financial Officer
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