Contact Information: Contacts: Peerless Systems Corporation: John Rigali Chief Financial Officer (310) 297-3146 Investor Contact: Geoff High Pfeiffer High Investor Relations, Inc. (303) 393-7044
Peerless Systems Announces Mailing of Definitive Proxy Regarding Proposed Sale of Intellectual Property and Other Assets to Kyocera-Mita Corporation
Sets Special Meeting of Stockholders for Monday, April 28, 2008
| Quelle: Peerless Systems Corporation
EL SEGUNDO, CA--(Marketwire - March 31, 2008) - Peerless Systems Corporation (NASDAQ : PRLS )
today announced it has commenced mailing its definitive proxy statement to
stockholders for approval of its proposed sale of intellectual property and
other assets to Kyocera-Mita Corporation ("Kyocera"), pursuant to an asset
purchase agreement dated January 9, 2008. The Company has scheduled a
special meeting of stockholders for Monday, April 28, 2008, at 9:00 a.m.
PDT at Peerless Systems Corporation, 2381 Rosecrans Avenue, El Segundo, CA
90245. Stockholders of record as of the close of business on March 25,
2008, will be entitled to vote at the meeting.
The Company's Board of Directors has determined that the proposed asset
sale is in the best interests of the Company and its stockholders and
recommends that stockholders vote "FOR" the proposed sale.
Stockholders are encouraged to read the Company's definitive proxy
materials in their entirety. The proxy materials, which were mailed on or
about March 31, 2008, provide, among other things, a detailed discussion of
the process that led to the proposed asset sale, the reasons behind the
Board of Directors' recommendation and the risks involved with the sale.
Additional copies of the proxy statement are available without charge from
Peerless Systems Corporation and also may be obtained for free from the
SEC's website at www.sec.gov. Stockholders who have questions about the
asset sale or need assistance in submitting their proxy or voting their
shares should contact the Company's proxy solicitor, MacKenzie Partners,
Inc., toll free at (800) 322-2885.
Richard Roll, Peerless' President and CEO, said, "Approval of the asset
sale is important to Peerless' future. Because a non-vote will have the
same effect as a vote against approving the transaction, we urge
stockholders to exercise their rights by voting their shares as soon as
possible after they receive and review the proxy statement."
About Peerless Systems Corporation
Founded in 1982, Peerless Systems Corporation is a provider of imaging and
networking technologies and components to the digital document markets,
which include manufacturers of color, monochrome and multifunction office
products and digital appliances. In order to process digital text and
graphics, digital document products rely on a core set of imaging software
and supporting electronics, collectively known as an imaging controller.
Peerless' broad line of scalable software and silicon offerings enables its
customers to shorten their time-to-market and reduce costs by offering
unique solutions for multiple products. Peerless' customer base includes
companies such as Canon, IBM, Konica Minolta, Kyocera Mita, Lenovo,
OkiData, Ricoh, RISO, Seiko Epson and Xerox. Peerless also maintains
strategic partnerships with Adobe and Novell. For more information, visit
Peerless' web site at www.peerless.com.
Safe Harbor Statement Under The U.S. Private Securities Litigation Reform
Act Of 1995
Statements made by us in this press release that are not historical facts
constitute "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 are necessarily estimates
reflecting the best judgment of our senior management based on our current
estimates, expectations, forecasts and projections and include comments
that express our current opinions about trends and factors that may impact
future operating results. Statements that use words such as we "believe,"
"anticipate," "estimate," "intend," "could," "plan," "expect," "project,"
"predict," "forecast," "outlook," "potential," "continue," "may," "future,"
"can," "enhance," and "should," or the negative of these, as well as
similar expressions, can be used to identify forward-looking statements.
These statements are not guarantees of future performance, rely on a number
of assumptions concerning future events, many of which are outside of our
control, and involve known and unknown risks and uncertainties that could
cause our actual results, performance or achievements, or industry results,
to differ materially from any future results, performance or achievements,
expressed or implied by such forward-looking statements. Such risks and
uncertainties include, among other things, satisfaction of the closing
conditions of the asset purchase agreement with Kyocera, changing
competitive and market conditions, our reliance on certain OEM customers
for significant portions of our revenues, the sufficiency of our capital
resources, any adverse change in our relationship with Adobe Systems
Incorporated and/or Novell, Inc., increased competition both from in-house
OEM products and low cost offshore competitors, the impact of Microsoft's
Vista™ operating system, reduced demand for our existing monochrome
technologies or other products, the rapid changes taking place in the
emerging color print devices markets, our ability to realize contract
backlog, our ability to identify new customers or place our technology in a
broader base of products, our ability to leverage core competencies and
find product segments that blend well with our core business, our ability
to successfully enter new software application sectors, our ability to
maintain our profit objectives and create compelling margins, the tenure of
the competitive advantage of our old and new technologies, our reliance on
block licensing, our ability to develop and market our advanced devices and
software, the validity and protection of our intellectual property rights,
risks associated with international business activities, our reliance on
key personnel and our board of directors and our ability to execute our
business plan and strategic partnering transactions.
The above risks, and others, are described in further detail in our reports
filed with the Securities and Exchange Commission, including, but not
limited to, those described under "Item 1A. Risk Factors" in our most
recent Annual Report on Form 10-K for the fiscal year ended January 31,
2007, filed on April 13, 2007, and those described under "Item 1A. Risk
Factors" in the most recent Quarterly Report on Form 10-Q for the quarter
ended October 31, 2007, filed December 12, 2007.
Current and prospective stockholders are urged not to place undue reliance
on forward-looking statements, which speak only as of the date hereof. We
are under no obligation, and expressly disclaim any obligation, to update
or alter any forward-looking statements, whether as a result of new
information, future events or otherwise. All forward-looking statements
contained herein are qualified in their entirety by the foregoing
cautionary statements.