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Peerless Systems changes annual meeting date to July 9 for board nominee consideration
By Lisa Kerner
Charlotte, N.C., June 6 - Peerless Systems Corp. will add one director to its board for a total of five as part of a definitive agreement entered into with the Peerless Full Value Committee, effectively ending the group's proxy solicitation.
The committee was formed by Pembridge Capital Management LLC to file preliminary proxy statements with the Securities and Exchange Commission and to solicit support from other shareholders. Pembridge Capital owns about 8.8% of Peerless' outstanding common stock.
Timothy E. Brog, president of Pembridge Capital, will be added to the slate of candidates nominated by the Peerless board for election as a director at the 2007 annual meeting of stockholders. Also as part of the agreement, Peerless and the committee agreed to add two more independent directors to the board in the future.
Peerless changed the date of its 2007 annual meeting to July 9, from June 11, to give stockholders time to consider the new slate of nominees.
"We are pleased to have reached an agreement which will allow us to continue to focus on creating value for all stockholders and avoid a costly and time-consuming proxy contest," chief executive officer and president Richard L. Roll said in a company news release.
On May 2, Pembridge Capital announced it had nominated Brog, Rimmy Malhotra and Eric S. Newman for election to the Peerless board.
Brog was "troubled by the massive destruction of shareholder value during a time of tremendous expansion in Peerless' core markets," according to a news release.
The investors' nominees were committed to exploring strategic alternatives for Peerless, including the sale the company and a large special dividend, the release stated.
New York-based Pembridge is the management company for Pembridge Value Opportunity Fund LP, a Delaware limited partnership.
Peerless is based in El Segundo, Calif., and provides software-based imaging systems for digital document products.
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