PRLS / Peerless Systems Corp - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Peerless Systems Corp
US
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

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CIK 897893
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Peerless Systems Corp
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 25, 2015 15-12G

PEERLESS SYSTEMS CORP 15-12G - - FORM 15-12G

prls201502201512b.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0167 Expires: February 28, 2015 Estimated average burden hours per response1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE S

February 19, 2015 EX-3.2

BYLAWS PEERLESS SYSTEMS CORPORATION (a Delaware corporation) Adopted: February 12, 2015

ex3-2.htm Exhibit 3.2 BYLAWS of PEERLESS SYSTEMS CORPORATION (a Delaware corporation) Adopted: February 12, 2015 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 Section 1.01 Annual Meetings 1 Section 1.02 Special Meetings 1 Section 1.03 Notice of Annual and Special Meetings 1 Section 1.04 Quorum 1 Section 1.05 Voting 1 Section 1.06 Procedure at Stockholders’ Meetings 2 Section 1.07 Action Without

February 19, 2015 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

prls201502198k.htm 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 February 11, 2015 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Numb

February 19, 2015 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PEERLESS SYSTEMS CORPORATION ARTICLE I.

ex3-1.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PEERLESS SYSTEMS CORPORATION ARTICLE I. Name. The name of the corporation is Peerless Systems Corporation. ARTICLE II. Registered Address and Agent. The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the

February 12, 2015 S-8 POS

PRLS / Peerless Systems Corp S-8 POS - - FORM S-8 POS

prls20150212s8pos.htm As filed with the Securities and Exchange Commission on February 12, 2015 Registration No. 333-129401 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 To FORM S-8 REGISTRATION STATEMENT NO. 333-129401 UNDER THE SECURITIES ACT OF 1933 PEERLESS SYSTEMS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delawa

February 12, 2015 EX-99

LCV Capital Management closes tender offer to acquire Peerless Systems Corporation; acquisition expected to close later today

Exhibit (a)(5)(B) Press release LCV Capital Management closes tender offer to acquire Peerless Systems Corporation; acquisition expected to close later today PITTSBURGH, Pa.

February 12, 2015 SC 14D9/A

PRLS / Peerless Systems Corp SC 14D9/A - - SCHEDULE 14D9/A

prls20150211sc14d9a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Peerless Systems Corporation (Name of Subject Company) Peerless Systems Corporation (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per

February 12, 2015 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) PEERLESS SYSTEMS CORPORATION (Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) PEERLESS SYSTEMS CORPORATION (Name of Subject Company (Issuer)) MOBIUS ACQUISITION Merger Sub, inc. a wholly owned subsidiary of mobius acquisition, LLC (Name of Filing Persons (Offerors

February 11, 2015 8-K

Financial Statements and Exhibits, Other Events

prls201502108k.htm 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 December 22, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Numb

February 11, 2015 EX-99

Peerless Systems Corporation Announces End of “Go Shop” Period

ex99-1.htm Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0045 Peerless Systems Corporation Announces End of “Go Shop” Period Stamford, Connecticut February 11, 2015 — Peerless Systems Corporation (Nasdaq: PRLS) (“Peerless” or the “Company”) today announced the expiration of the “go-shop” period pursuant to the terms of the

February 11, 2015 SC 14D9/A

PRLS / Peerless Systems Corp SC 14D9/A - - SCHEDULE 14D9/A

prls20150210sc14d9a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Peerless Systems Corporation (Name of Subject Company) Peerless Systems Corporation (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per

January 16, 2015 SC 14D9

PRLS / Peerless Systems Corp SC 14D9 - - SCHEDULE 14D9

prls20150115sc14d9.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Peerless Systems Corporation (Name of Subject Company) Peerless Systems Corporation (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Cla

January 13, 2015 EX-99

1

Exhibit (d)(2) June 18, 2014 Confidential LCV Capital Management, LLC Centre City Tower, Suite 705 650 Smithfield Street Pittsburgh, Pennsylvania 15222 Attention: Lodovico de Visconti Ladies and Gentlemen: In connection with your consideration of a possible negotiated transaction between you and Peerless Systems Corporation (together with its subsidiaries, the ?Company?) pursuant to which you or one of your affiliates would enter into a transaction with the Company (the ?Transaction?), you have requested information concerning the Company.

January 13, 2015 EX-99

MOBIUS ACQUISITION, LLC DELAYED DRAW TERM PROMISSORY NOTE

Exhibit (b)(1) MOBIUS ACQUISITION, LLC DELAYED DRAW TERM PROMISSORY NOTE $ 15,000,000.

January 13, 2015 EX-99

Tray 3 LLC 120 Millview Drive Pittsburgh, Pennsylvania 15238-1626 December 22, 2014

Exhibit (b)(3) Execution Copy Tray 3 LLC 120 Millview Drive Pittsburgh, Pennsylvania 15238-1626 December 22, 2014 Mobius Acquisition, LLC Mobius Acquisition Merger Sub, Inc.

January 13, 2015 EX-99

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Letter of Transmittal To Tender Shares of Common Stock of PEERLESS SYSTEMS CORPORATION at $7.00 Per Share Pursuant to the Offer to Purchase dated January 13, 2015 by Mobius Acquisition

exha1b.htm Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Letter of Transmittal To Tender Shares of Common Stock of PEERLESS SYSTEMS CORPORATION at $7.00 Per Share Pursuant to the Offer to Purchase dated January 13, 2015 by Mobius Acquisition Merger Sub, Inc. a wholly owned subsidiary of Mobius Acquisition, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:

January 13, 2015 SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PEERLESS SYSTEMS CORPORATION (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PEERLESS SYSTEMS CORPORATION (Name of Subject Company (Issuer)) MOBIUS ACQUISITION Merger Sub, inc. a wholly owned subsidiary of mobius acquisition, LLC (Name of Filing Persons (Offerors)) Common Stock, $

January 13, 2015 EX-99

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by

ex99-a1F.htm Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase, dated January 13, 2015, and the related Letter of Transmittal and any amendments or supplements

January 13, 2015 EX-99

MOBIUS ACQUISITION, LLC DELAYED DRAW TERM PROMISSORY NOTE

exhb2.htm Exhibit (b)(2) MOBIUS ACQUISITION, LLC DELAYED DRAW TERM PROMISSORY NOTE $ 7,000,000.00 November 19, 2014 FOR VALUE RECEIVED, TRAY3, LLC, a Delaware limited liability company (“Lender”) commits to loan to MOBIUS ACQUISITION, LLC, (“Borrower”), an aggregate principal amount not to exceed SEVEN MILLION DOLLARS ($7,000,000.00), or such lesser amount that is borrowed under the Loan Draw (the

January 13, 2015 EX-99

Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of Peerless Systems Corporation at $7.00 Net Per Share by Mobius Acquisition Merger Sub, Inc. a wholly owned subsidiary of Mobius Acquisition, LLC

ex1-a1C.htm Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of Peerless Systems Corporation at $7.00 Net Per Share by Mobius Acquisition Merger Sub, Inc. a wholly owned subsidiary of Mobius Acquisition, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FEBRUARY 11, 2015, UNLESS THE OFFER IS EX

January 13, 2015 EX-99

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock PEERLESS SYSTEMS CORPORATION a Delaware corporation $7.00 Net Per Share MOBIUS ACQUISITION MERGER SUB INC. a wholly owned subsidiary of MOBIUS ACQUISITION, LLC

ex99-a1A.htm Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of PEERLESS SYSTEMS CORPORATION a Delaware corporation at $7.00 Net Per Share by MOBIUS ACQUISITION MERGER SUB INC. a wholly owned subsidiary of MOBIUS ACQUISITION, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 p.m., NEW YORK CITY TIME, ON FEBRUARY 11, 2015, UNLESS THE OFFER IS EXTENDED OR E

January 13, 2015 EX-99

[Remainder of page intentionally left blank]

ex99-b4.htm Exhibit (b)(4) Execution Copy Guaranty In consideration of the following premises and for other good and valuable consideration, intending to be legally bound hereby, Tray 3 LLC, a Delaware limited liability company (“Guarantor”), has executed this Guaranty (this “Guaranty”) in favor of Peerless Systems Corporation, a Delaware corporation (the “Company”) under Section 4.14 of the Agree

January 13, 2015 EX-99

Offer To Purchase For Cash All Outstanding Shares of Common Stock Peerless Systems Corporation a Delaware corporation $7.00 NET PER SHARE Pursuant to the Offer to Purchase dated January 13, 2015 Mobius Acquisition Merger Sub, Inc. a wholly owned subs

EX-99 5 ex99-a1d.htm EXHIBIT 99.(A)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of Peerless Systems Corporation a Delaware corporation at $7.00 NET PER SHARE Pursuant to the Offer to Purchase dated January 13, 2015 by Mobius Acquisition Merger Sub, Inc. a wholly owned subsidiary of Mobius Acquisition, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

January 13, 2015 EX-99

Offer To Purchase For Cash All Outstanding Shares of Common Stock Peerless Systems Corporation a Delaware corporation $7.00 NET PER SHARE Pursuant to the Offer to Purchase dated January 13, 2015 Mobius Acquisition Merger Sub, Inc. a wholly owned subs

Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of Peerless Systems Corporation a Delaware corporation at $7.

January 5, 2015 SC14D9C

PRLS / Peerless Systems Corp SC14D9C - - SCHEDULE 14D9C

prls20150105sc14d9.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Peerless Systems Corporation (Name of Subject Company) Peerless Systems Corporation (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Cla

December 24, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among MOBIUS ACQUISITION, LLC, MOBIUS ACQUISITION MERGER SUB, INC., PEERLESS SYSTEMS CORPORATION Dated as of December 22, 2014 TABLE OF CONTENTS

ex2-1.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MOBIUS ACQUISITION, LLC, MOBIUS ACQUISITION MERGER SUB, INC., and PEERLESS SYSTEMS CORPORATION Dated as of December 22, 2014 TABLE OF CONTENTS Page ARTICLE I THE OFFER AND THE MERGER 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Top-Up Option 5 Section 1.4 Directors 7 Section 1.5 The Merger 8 Section 1.6 Closing

December 24, 2014 EX-99.1

Peerless Systems Corporation to be Acquired for $7.00 Per Share in Cash Enters Into Merger Agreement with Mobius Acquisition, LLC Mobius to Commence All-Cash Tender Offer

prls201412238k.htm Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0045 Peerless Systems Corporation to be Acquired for $7.00 Per Share in Cash Enters Into Merger Agreement with Mobius Acquisition, LLC Mobius to Commence All-Cash Tender Offer Stamford, Connecticut December 22, 2014 — Peerless Systems Corporation (Nasdaq: PRL

December 24, 2014 SC14D9C

PRLS / Peerless Systems Corp SC14D9C - - SCHEDULE 14D9C

prls20141223sc14d9.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Peerless Systems Corporation (Name of Subject Company) Peerless Systems Corporation (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Cla

December 24, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 prls201412238k.htm FORM 8-K 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 December 22, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commi

December 19, 2014 EX-99

Deer Valley Corporation & Subsidiaries Consolidated Financial Statements For the Years Ended December 28, 2013 and December 31, 2012

prls201412188ka.htm Exhibit 99.1 Deer Valley Corporation & Subsidiaries Consolidated Financial Statements For the Years Ended December 28, 2013 and December 31, 2012 Contents: Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 28, 2013 and December 31, 2012 F-2 Consolidated Statements of Operations for the Years Ended December 28, 2013 and Decemb

December 19, 2014 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 prls201412188ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 6, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorp

December 19, 2014 EX-99

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On October 6, 2014 (the “Acquisition Date), Peerless Homes Corporation ("Peerless Homes"), a wholly-owned subsidiary of Peerless Systems Corporation (the “Company”) completed the acquisition of approximately 80% of Deer Valley Corporation for a purchase price of approximately $3.7 million (the “Acquisition”). The Acquisition

December 19, 2014 EX-99

Deer Valley Corporation & Subsidiaries Condensed Consolidated Financial Statements For the Nine Months Ended September 27, 2014 and September 28, 2013

EX-99 4 ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Deer Valley Corporation & Subsidiaries Condensed Consolidated Financial Statements For the Nine Months Ended September 27, 2014 and September 28, 2013 Contents: Condensed Consolidated Balance Sheets as of September 27, 2014 (unaudited) and December 28, 2013 F-2 Condensed Consolidated Statements of Operations for the Three and Nine Month Periods Ended Se

December 15, 2014 10-Q

PRLS / Peerless Systems Corp 10-Q - Quarterly Report - FORM 10-Q

prls2014103110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

December 15, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

prls201412128k.htm 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 December 15, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Numb

December 15, 2014 EX-99

Peerless Systems Announces Results for the Third Quarter ended October 31, 2014

EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0045 Peerless Systems Announces Results for the Third Quarter ended October 31, 2014 Stamford, Connecticut December 15, 2014 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for its third fiscal quarter and first nin

October 8, 2014 SC 13D/A

DVLY / Deer Valley Corp. / PEERLESS SYSTEMS CORP - SCHEDULE 13D/A Activist Investment

prls20141008sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Deer Valley Corporation (Name of Company) Common Stock, par value $.001 per share (Title of Class of Securities) 24419610 (CUSIP Number) Timothy Brog Peerless Systems Corporation 1055 Washington Blvd. Stamford, CT 06901 (203) 350-00

October 6, 2014 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

prls201409308k.htm 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 October 6, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number

October 6, 2014 EX-99

Peerless Systems Closes the Acquisition of 80% of Deer Valley Corporation

prls201409308k.htm Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Closes the Acquisition of 80% of Deer Valley Corporation Stamford, Connecticut October 6, 2014 — Peerless Systems Corporation (Nasdaq: PRLS) announced today that its wholly owned subsidiary, Peerless Homes Corporation, has consummated it

October 2, 2014 SC 13D/A

PRLS / Peerless Systems Corp / Brog Timothy - SCHEDULE 13D/A Activist Investment

brog20141001sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Peerless Systems Corporation (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 705536100 (CUSIP Number) Timothy E. Brog c/o Peerless Systems Corporation 1055 Washington Blvd., 8th Floor Stamford

September 15, 2014 EX-99

Peerless Systems Announces Results for the Second Quarter ended July 31, 2014

prls201409118k.htm Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0045 Peerless Systems Announces Results for the Second Quarter ended July 31, 2014 Stamford, Connecticut September 15, 2014 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for its second fiscal quarter and first six months of fi

September 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

prls2014073110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

September 15, 2014 SC 13D

DVLY / Deer Valley Corp. / PEERLESS SYSTEMS CORP - SCHEDULE 13D Activist Investment

prls20140912sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Deer Valley Corporation (Name of Company) Common Stock, $.001 par value per share (Title of Class of Securities) 24419610 (CUSIP Number) Timothy Brog Peerless Systems Corporation 1055 Washington Blvd. Stamford, CT 06901 (203) 350-0040 (Name, Address a

September 15, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

prls201409118k.htm 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 September 15, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Num

September 3, 2014 EX-99

Peerless Systems Agrees to Acquire 80% of Deer Valley Corporation

prls201409028k.htm Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Agrees to Acquire 80% of Deer Valley Corporation Stamford, Connecticut September 3, 2014 — Peerless Systems Corporation (Nasdaq: PRLS) announced today that it has entered into a definitive Stock Purchase Agreement (“SPA”) with Vicis Capi

September 3, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

prls201409028k.htm 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 September 3, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Numb

September 3, 2014 EX-10

STOCK PURCHASE AGREEMENT By and Among VICIS CAPITAL MASTER FUND, DEER VALLEY CORPORATION PEERLESS SYSTEMS CORPORATION dated as of SEPTEMBER 3, 2014 TABLE OF CONTENTS

ex10-1.htm Exhibit 10.1 STOCK PURCHASE AGREEMENT By and Among VICIS CAPITAL MASTER FUND, DEER VALLEY CORPORATION and PEERLESS SYSTEMS CORPORATION dated as of SEPTEMBER 3, 2014 TABLE OF CONTENTS ARTICLE I DEFINITIONS 5 ARTICLE II PURCHASE AND SALE 11 Section 2.01 Purchase and Sale. 11 Section 2.02 Purchase Price. 11 Section 2.03 Transactions to be Effected at the Closing. 11 Section 2.04 Closing. 1

July 31, 2014 EX-10

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT Peerless Systems Corporation, a Delaware corporation (the “Company”), and Yi Tsai, a natural person (“Employee”) (collectively, the “Parties”), make this EMPLOYMENT AGREEMENT (“Agreement”) as of July 16, 2014. RECITALS WHEREAS, the Company wishes to employ Employee and Employee wishes to be employed by the Company. NOW, THEREFORE, in consideration of the mutual co

July 31, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

prls201407318k.htm 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 July 30, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number)

July 2, 2014 8-K

Submission of Matters to a Vote of Security Holders

prls201407018k.htm 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 July 1, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-21287 95-3732595 (State of Incorporation) (Commission Fil

June 16, 2014 EX-99

Peerless Systems Announces Results for the Quarter ended April 30, 2014

ex99-1.htm Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Quarter ended April 30, 2014 Stamford, Connecticut June 16, 2014 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for its first fiscal quarter that ended April 30, 2014. First Quarter Resul

June 16, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

prls2014043010q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

June 16, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 prls201406138k.htm FORM 8-K 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 June 16, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commissio

May 12, 2014 DEF 14A

- FORM DEF 14A

prls20140506def14a.htm SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials

April 30, 2014 EX-21

Registrant?s Wholly-Owned Subsidiaries

ex21.htm EXHIBIT 21 Registrant’s Wholly-Owned Subsidiaries: Locksmith Capital Advisors Inc. Peerless Asset Management Inc. V Investment Partners III LLC

April 30, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

prls2014013110k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2014 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-212

April 30, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

prls201404298k.htm 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 April 30, 2014 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number)

April 30, 2014 EX-99

Peerless Systems Announces Results for the Fourth Quarter and Year ended January 31, 2014

EX-99 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Fourth Quarter and Year ended January 31, 2014 Stamford, Connecticut, April 30, 2014 — Peerless Systems Corporation (NASDAQ: PRLS) today reported financial results for the fourth quarter and year en

February 11, 2014 SC 13G

PRLS / Peerless Systems Corp / Abadir Karim Maher - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Peerless Systems Corporation (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 705536100 (CUSIP Number) February 11, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

December 11, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

prls2013103110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2013 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

December 11, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

prls201312068k.htm 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 December 11, 2013 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Numb

December 11, 2013 EX-99

Peerless Systems Announces Results for its Third Fiscal Quarter ended October 31, 2013

Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for its Third Fiscal Quarter ended October 31, 2013 Stamford, Connecticut, December 11, 2013 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for its third fiscal quarter and the first nine months of its fisc

September 12, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

prls2013073110q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2013 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

September 12, 2013 EX-99

Peerless Systems Announces Results for the Second Quarter ended July 31, 2013

ex99-1.htm Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Second Quarter ended July 31, 2013 Stamford, Connecticut, September 12, 2013 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for its second fiscal quarter and first six months of fiscal 20

September 12, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

prls201309128k.htm 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 September 12, 2013 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Num

July 15, 2013 SC 13D/A

PRLS / Peerless Systems Corp / Brog Timothy - SCHEDULE 13D/A Activist Investment

prls20130715bsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Peerless Systems Corporation (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 705536100 (CUSIP Number) Timothy E. Brog c/o Peerless Systems Corporation 1055 Washington Blvd., 8th Floor Stamfor

July 12, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

prls201307128k.htm 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 July 11, 2013 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number)

July 12, 2013 EX-10

EMPLOYMENT AGREEMENT

prls201307128kex10-1.htm Exhibit 10.1 EMPLOYMENT AGREEMENT Peerless Systems Corporation, a Delaware Corporation, (the “Company”) and its successors and assigns, and Timothy E. Brog, a natural person (“Executive”) (collectively, the “Parties”), make this EMPLOYMENT AGREEMENT (“Agreement”) as of July 11, 2013. RECITALS WHEREAS, the Company wishes to employ Executive and Executive wishes to be employ

June 28, 2013 8-K

Submission of Matters to a Vote of Security Holders

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 June 27, 2013 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

June 13, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

prls201306118k.htm 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 June 13, 2013 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number)

June 13, 2013 EX-99

Peerless Systems Announces Results for the Quarter ended April 30, 2013

prls201306118kex99-1.htm Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Quarter ended April 30, 2013 Stamford, Connecticut June 13, 2013 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for its first fiscal quarter that ended April 30, 2013. First

June 13, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

prls2013052810q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

May 7, 2013 DEF 14A

- DEFINITIVE PROXY STATEMENT

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.

April 29, 2013 EX-21

Registrant?s Wholly-Owned Subsidiaries

EXHIBIT 21 Registrant’s Wholly-Owned Subsidiaries: Locksmith Capital Advisors Inc. Peerless Asset Management Inc. V Investment Partners III LLC

April 29, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-21287 Peerless Systems

April 29, 2013 EX-99

Peerless Systems Announces Results for the Year and Quarter ended January 31, 2013

prls201304258kex99-1.htm Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Year and Quarter ended January 31, 2013 Stamford, Connecticut, April 29, 2013 — Peerless Systems Corporation (NASDAQ: PRLS), a provider of imaging and networking technologies to the digital document market

April 29, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

prls201304258k.htm 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 April 29, 2013 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number)

January 15, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

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 January 14, 2013 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

January 15, 2013 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT Peerless Systems Corporation, a Delaware corporation (the “Company”), and Yi Tsai, a natural person (“Employee”) (collectively, the “Parties”), make this EMPLOYMENT AGREEMENT (“Agreement”) as of January 1, 2013. RECITALS WHEREAS, the Company wishes to employ Employee and Employee wishes to be employed by the Company. NOW, THEREFORE, in consideration of the mutual

January 10, 2013 PRRN14A

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid

January 9, 2013 CORRESP

-

Peerless Systems Corporation 300 Atlantic St., Suite 301 Stamford, CT 06901 January 9, 2013 Mr. Daniel F. Duchovny Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3628 Re: Moduslink Global Solutions, Inc. (the “Company”) Preliminary Proxy Statement on Schedule 14A filed by Peerless Systems Corporation, Timoth

December 28, 2012 PREC14A

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of

December 14, 2012 EX-99.1

Peerless Systems Announces Results for the Third Quarter ended October 31, 2012

Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Third Quarter ended October 31, 2012 Stamford, Connecticut December 14, 2012 — Peerless Systems Corporation (NASDAQ: PRLS) today reported financial results for the third fiscal quarter ended October 31, 2012. Third Quarter Results

December 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLES

December 14, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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 December 14, 2012 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

November 13, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

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 7, 2012 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

September 14, 2012 EX-99.1

Peerless Systems Announces Results for the Second Quarter ended July 31, 2012

Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Second Quarter ended July 31, 2012 Stamford, Connecticut September 14, 2012 — Peerless Systems Corporation (NASDAQ: PRLS) today reported financial results for the second fiscal quarter ended July 31, 2012. Second Quarter Results R

September 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLESS S

September 14, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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 September 14, 2012 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IR

July 20, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 July 17, 2012 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

July 3, 2012 8-K

Submission of Matters to a Vote of Security Holders

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 June 27, 2012 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

July 2, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 June 26, 2012 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

June 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLESS

June 14, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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 June 14, 2012 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

June 14, 2012 EX-99.1

Peerless Systems Announces Results for the Quarter ended April 30, 2012

Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Quarter ended April 30, 2012 Stamford, Connecticut June 14, 2012 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for its first fiscal quarter that ended April 30, 2012. First Quarter Results Revenues

June 14, 2012 EX-10.1

PEERLESS SYSTEMS CORPORATION 2005 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

PEERLESS SYSTEMS CORPORATION 2005 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Peerless Systems Corporation, a Delaware corporation (the “Company”), pursuant to its 2005 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.

May 21, 2012 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

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 May 17, 2012 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Empl

May 21, 2012 EX-16.1

May 21, 2012

EXHIBIT 16.1 May 21, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 21, 2012, of Peerless Systems Corporation and are in agreement with the statements contained in the first sentence of the first paragraph and the second, third and fifth paragraphs therein. We have no basis to agree or disagree with

May 17, 2012 DEF 14A

- DEFINITIVE PROXY STATEMENT

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.

April 30, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2012 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-21287 Peerless Systems

April 30, 2012 EX-21

Registrant?s Wholly-Owned Subsidiaries:

EXHIBIT 21 Registrant’s Wholly-Owned Subsidiaries: Locksmith Capital Advisors Inc. Peerless Asset Management Inc. V Investment Partners III LLC

April 25, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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 April 25, 2012 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Em

April 25, 2012 EX-99.1

Peerless Systems Announces Results for the Year and Quarter ended January 31, 2012

For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Year and Quarter ended January 31, 2012 Stamford, Connecticut April 25, 2012 — Peerless Systems Corporation (Nasdaq: PRLS), a provider of imaging and networking technologies to the digital document market, today reported financial results for

January 19, 2012 DFAN14A

- DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

January 18, 2012 CORRESP

-

Peerless Systems Corporation 300 Atlantic St., Suite 301 Stamford, CT 06901 January 17, 2012 Ms. Peggy Kim Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3628 Re: Moduslink Global Solutions, Inc. (the “Company”) Soliciting Material filed by Peerless Systems Corporation, Timothy Brog and Jeffrey A. Wald Filed

January 13, 2012 DFAN14A

- FORM DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

January 11, 2012 DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

January 10, 2012 DFAN14A

- DFAN 14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

January 3, 2012 DFAN14A

- DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

December 22, 2011 DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confiden

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

December 22, 2011 DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confiden

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

December 16, 2011 DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

December 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLES

December 14, 2011 EX-99.1

Peerless Systems Announces Results for the Third Quarter Ended October 31, 2011

Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Third Quarter Ended October 31, 2011 Stamford, Connecticut Dec 14, 2011 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for the third fiscal quarter ended October 31, 2011. Third Quarter Results Reve

December 14, 2011 8-K

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 December 14, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS

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 December 14, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

December 9, 2011 DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

December 7, 2011 DEFN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ? Confiden

December 5, 2011 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid

November 23, 2011 CORRESP

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Peerless Systems Corporation 300 Atlantic St., Suite 301 Stamford, CT 06901 November 23, 2011 Ms. Peggy Kim Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3628 Re: Moduslink Global Solutions, Inc. (the “Company”) Revised Preliminary Proxy Statement Filed by Peerless Systems Corporation et al. Filed on Novemb

November 22, 2011 CORRESP

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Peerless Systems Corporation 300 Atlantic St., Suite 301 Stamford, CT 06901 November 22, 2011 Ms. Peggy Kim Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3628 Re: Moduslink Global Solutions, Inc. (the “Company”) Revised Preliminary Proxy Statement Filed by Peerless Systems Corporation et al. Filed on Novemb

November 15, 2011 CORRESP

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Peerless Systems Corporation 300 Atlantic St., Suite 301 Stamford, CT 06901 November 15, 2011 Ms. Peggy Kim Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3628 Re: Moduslink Global Solutions, Inc. (the “Company”) Preliminary Proxy Statement filed by Peerless Systems Corporation et al. Filed October 24, 2011

November 15, 2011 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of

October 28, 2011 CORRESP

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Peerless Systems Corporation 300 Atlantic St., Suite 301 Stamford, CT 06901 Ms. Peggy Kim Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3628 Re: Moduslink Global Solutions, Inc. (the “Company”) Soliciting materials filed under Rule 14a-12 by Peerless Systems Corporation, V Investment Partners III LLC, Locks

October 25, 2011 DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

October 24, 2011 PREN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of

October 4, 2011 DFAN14A

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

SCHEDULE 14A Proxy StatementPursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

September 29, 2011 EX-99.1

PEERLESS SYSTEMS CORPORATION ANNOUNCES PROXY CONTEST FOR MODUSLINK GLOBAL SOLUTIONS, INC.

Exhibit 99.1 FOR IMMEDIATE RELEASE Thursday, September 29, 2011 PEERLESS SYSTEMS CORPORATION ANNOUNCES PROXY CONTEST FOR MODUSLINK GLOBAL SOLUTIONS, INC. Stamford, CT – Peerless Systems Corporation (Nasdaq: PRLS) announced today that it has notified ModusLink Global Solutions, Inc. (Nasdaq: MLNK) (“ModusLink” or the “Company”) of its intent to solicit proxies in favor of its two nominees to the Mo

September 29, 2011 8-K

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 September 29, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEM

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 September 29, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IR

September 14, 2011 8-K

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 September 14, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEM

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 September 14, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IR

September 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLESS S

September 14, 2011 EX-99.1

Peerless Systems Announces Results for the Quarter ended July 31, 2011

Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Quarter ended July 31, 2011 Stamford, Connecticut Sept 14, 2011 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for the second fiscal quarter ended July 31, 2011. Second Quarter Results Revenues were

August 1, 2011 EX-21.1

Peerless Systems Corporation Wholly-Owned Subsidiaries Entity State of Organization Peerless Asset Management Inc. Delaware Locksmith Capital Advisors Inc. Delaware Peerless Value Opportunity Fund Deleware

Exhibit 21.1 Peerless Systems Corporation Wholly-Owned Subsidiaries Entity State of Organization Peerless Asset Management Inc. Delaware Locksmith Capital Advisors Inc. Delaware Peerless Value Opportunity Fund Deleware

August 1, 2011 EX-4.1

(SEE REVERSE FOR CERTAIN DEFINITIONS) PEERLESS SYSTEMS CORPORATION (CONSISTING OF ONE COMMON SHARE OF PEERLESS VALUE OPPORTUNITY FUND AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK OF PEERLESS SYSTEMS CORPORATION)

Exhibit 4.1 No. UNITS CUSIP No. (SEE REVERSE FOR CERTAIN DEFINITIONS) PEERLESS SYSTEMS CORPORATION UNITS (CONSISTING OF ONE COMMON SHARE OF PEERLESS VALUE OPPORTUNITY FUND AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK OF PEERLESS SYSTEMS CORPORATION) THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one common share, par value $.0001 per share (“Common Share”), of P

August 1, 2011 EX-4.2

EX-4.2

Exhibit 4.2

August 1, 2011 EX-4.4

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement is made as of [], 2011 between Peerless Systems Corporation, a Delaware corporation, with offices at 300 Atlantic Street, Suite 301, Stamford, Connecticut 06901 (the “Company”), and [], with offices at (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (“Public Offering”) of Units (the “Units”) and, in connection therewi

August 1, 2011 EX-4.3

PEERLESS SYSTEMS CORPORATION

Exhibit 4.3 PEERLESS SYSTEMS CORPORATION FORM OF WARRANT CERTIFICATE THIS WARRANT CERTIFICATE (I) WILL NOT BE SEPARATELY TRANSFERABLE UNTIL THE EXPIRATION OF THE OVER-ALLOTMENT OPTION GRANTED TO THE [UNDERWRITERS] OR 60 DAYS AFTER THE EXERCISE IN FULL BY THE UNDERWRITERS OF SUCH OPTION, BUT IN NO EVENT EARLIER THAN THE DATE THAT PEERLESS SYSTEMS CORPORATION OR PEERLESS VALUE OPPORTUNITY FUND (?PVO

August 1, 2011 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter)

Peerless Systems Corporation 1933 Act File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 3570 (Primary Standard Industrial Classification Code N

July 29, 2011 RW

July 29, 2011

July 29, 2011 ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.

July 21, 2011 8-K

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 July 18, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS COR

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 July 18, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

July 21, 2011 EX-10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT Peerless Systems Corporation, a Delaware Corporation, (the “Company”) and its successors and assigns, and William Neil, a natural person (“Employee”) (collectively, the “Parties”), make this AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) as of July 18, 2011 (“Effective Date”). RECITALS 1. WHEREAS, Employee and the Company are party to

July 13, 2011 8-K

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 July 11, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS COR

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 July 11, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

June 23, 2011 EX-21.1

Peerless Systems Corporation Wholly-Owned Subsidiaries Entity State of Organization Peerless Asset Management Inc. Delaware Locksmith Capital Advisors Inc. Delaware Peerless Value Opportunity Fund Deleware

Exhibit 21.1 Peerless Systems Corporation Wholly-Owned Subsidiaries Entity State of Organization Peerless Asset Management Inc. Delaware Locksmith Capital Advisors Inc. Delaware Peerless Value Opportunity Fund Deleware

June 23, 2011 8-K

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 June 23, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS COR

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 June 23, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

June 23, 2011 EX-4.3

PEERLESS SYSTEMS CORPORATION FORM OF WARRANT CERTIFICATE

Exhibit 4.3 PEERLESS SYSTEMS CORPORATION FORM OF WARRANT CERTIFICATE THIS WARRANT CERTIFICATE (I) WILL NOT BE SEPARATELY TRANSFERABLE UNTIL THE EXPIRATION OF THE OVER-ALLOTMENT OPTION GRANTED TO THE [UNDERWRITERS] OR 60 DAYS AFTER THE EXERCISE IN FULL BY THE UNDERWRITERS OF SUCH OPTION, BUT IN NO EVENT EARLIER THAN THE DATE THAT PEERLESS SYSTEMS CORPORATION OR PEERLESS VALUE OPPORTUNITY FUND (“PVO

June 23, 2011 EX-99.1

Peerless Systems Corporation Announces the First Ever Publicly Traded Activist Fund and the Public Offering of Units

Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Corporation Announces the First Ever Publicly Traded Activist Fund and the Public Offering of Units Stamford, Connecticut June 23, 2011 — Peerless Systems Corporation (Nasdaq: PRLS) (“Peerless”) and Peerless Value Opportunity Fund (the “Fund”), a newly for

June 23, 2011 EX-4.2

EX-4.2

Exhibit 4.2

June 23, 2011 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x PEERLESS OPPORTUNITY VALUE FUND (Exact name o

Peerless Opportunity Value Fund 1933 Act File No. 333- 1940 Act File No. 811- Peerless Systems Corporation 1933 Act File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x PEERLESS OPPORTUNITY VALUE FUND (Exact name of registrant as

June 23, 2011 EX-4.4

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement is made as of [], 2011 between Peerless Systems Corporation, a Delaware corporation, with offices at 300 Atlantic Street, Suite 301, Stamford, Connecticut 06901 (the “Company”), and [], with offices at (the “Warrant Agent”). WHEREAS, the Company and Peerless Value Opportunity Fund, a Delaware statutory trust (“PVOF”), are engaged in a public off

June 13, 2011 8-K

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 June 13, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS COR

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 June 13, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

June 13, 2011 EX-99.1

Peerless Systems Announces Results for the Quarter ended April 30, 2011

Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Quarter ended April 30, 2011 Stamford, Connecticut June 13, 2011 — Peerless Systems Corporation (Nasdaq: PRLS) today reported financial results for the first fiscal quarter ended April 30, 2011. First Quarter Results Revenues were

June 13, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLESS

June 6, 2011 DEF 14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.

May 2, 2011 EX-99.1

Peerless Systems Announces Results for the Year and Quarter ended January 31, 2011

Exhibit 99.1 For Immediate Release: Contact: Peerless Systems Corporation Timothy E. Brog Chief Executive Officer 203-350-0040 Peerless Systems Announces Results for the Year and Quarter ended January 31, 2011 May 2, 2011 (Stamford, Connecticut) — Peerless Systems Corporation (Nasdaq: PRLS), a provider of imaging and networking technologies to the digital document market, today reported financial

May 2, 2011 8-K

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 May 2, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPO

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 May 2, 2011 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emplo

May 2, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-21287 Peerless System

May 2, 2011 EX-21

Registrant?s Wholly-Owned Subsidiaries:

Exhibit 21 Registrant’s Wholly-Owned Subsidiaries: Peerless Systems K.K., a Japanese corporation

December 15, 2010 EX-99.1

Peerless Systems Announces Results for the Third Quarter of Fiscal 2011

For Immediate Release: Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer (310) 536-0908 ex 3146 Peerless Systems Announces Results for the Third Quarter of Fiscal 2011 EL SEGUNDO, Calif., December 15, 2010 — Peerless Systems Corporation (Nasdaq: PRLS), a provider of imaging and networking technologies to the digital document market, today reported financial results fo

December 15, 2010 8-K

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 December 15, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS

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 December 15, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

December 15, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLES

December 15, 2010 EX-10.1

PEERLESS SYSTEMS CORPORATION

PEERLESS SYSTEMS CORPORATION 2005 INCENTIVE AWARD PLAN amended and restated on November 1, 2010 Peerless Systems Corporation, a Delaware corporation (the "Company"), by resolution of its Board of Directors, hereby adopts the Peerless Systems Corporation 2005 Incentive Award Plan (the "Plan").

November 23, 2010 SC 13D

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Peerless Systems Corporation (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 705536100 (CUSIP Number) Timothy E. Brog c/o Peerless Systems Corporation 2361 Rosecrans Avenue, Suite 440 El Segundo, CA 90254 (310) 536-0908 (Name, Addres

November 23, 2010 SC 13D

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Peerless Systems Corporation (Name of Issuer) Common Stock $.

November 23, 2010 SC 13D

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Peerless Systems Corporation (Name of Issuer) Common Stock $.

November 23, 2010 SC 13D

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Peerless Systems Corporation (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 705536100 (CUSIP Number) William Neil c/o Peerless Systems Corporation 2361 Rosecrans Avenue, Suite 440, El Segundo, CA 90254. (310)-536-0908 (Name, Address

November 19, 2010 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Peerless Systems Corporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Peerless Systems Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 705536100 (CUSIP Number) Gregory Bylinsky Bandera Partners LLC 50 Broad Street, Suite 1820 New York, New York 10004 Tel No. (212) 232-4582 With copies to: Robert E.

November 16, 2010 8-K

Current Report

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) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

November 8, 2010 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) PEERLESS SYSTEMS CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) PEERLESS SYSTEMS CORPORATION (Name of Subject Company (Issuer)) PEERLESS SYSTEMS CORPORATION (Offeror and Issuer) (Name of Filing Persons (identifying status as offeror, issuer o

November 8, 2010 EX-99.1

Peerless Systems Corporation Announces that its Tender Offer was Under Subscribed

Peerless Systems Corporation Announces that its Tender Offer was Under Subscribed EL SEGUNDO, Calif.

November 8, 2010 8-K

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 8, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS

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 8, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

October 27, 2010 EX-99.1

Peerless Systems Corporation Announces Business Update

For Immediate Release Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer (310) 536-0908 ex 3146 Peerless Systems Corporation Announces Business Update EL SEGUNDO, Calif., October 27, 2010 — Peerless Systems Corporation (Nasdaq: PRLS), a provider of imaging and networking technologies to the digital document market, announced today that it anticipates that its revenues

October 27, 2010 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) PEERLESS SYSTEMS CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) PEERLESS SYSTEMS CORPORATION (Name of Subject Company (Issuer)) PEERLESS SYSTEMS CORPORATION (Offeror and Issuer) (Name of Filing Persons (identifying status as offeror, issuer o

October 27, 2010 8-K

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 October 27, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS

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 October 27, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

October 8, 2010 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) PEERLESS SYSTEMS CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) PEERLESS SYSTEMS CORPORATION (Name of Subject Company (Issuer)) PEERLESS SYSTEMS CORPORATION (Offeror and Issuer) (Name of Filing Persons (identifying status as offeror, issuer o

October 4, 2010 EX-99.(A)(5)(II)

OFFER TO PURCHASE FOR CASH PEERLESS SYSTEMS CORPORATION UP TO 13,846,153 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $3.25 PER SHARE

Exhibit (a)(5)(ii) OFFER TO PURCHASE FOR CASH BY PEERLESS SYSTEMS CORPORATION OF UP TO 13,846,153 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $3.

October 4, 2010 EX-99.(A)(1)(I)

OFFER TO PURCHASE FOR CASH PEERLESS SYSTEMS CORPORATION UP TO 13,846,153 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $3.25 PER SHARE

Exhibit (a)(1)(i) OFFER TO PURCHASE FOR CASH BY PEERLESS SYSTEMS CORPORATION OF UP TO 13,846,153 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $3.

October 4, 2010 EX-99.(A)(1)(II)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Peerless Systems Corporation Pursuant to its Offer To Purchase Dated October 1, 2010 CUSIP No. 705536100

Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Peerless Systems Corporation Pursuant to its Offer To Purchase Dated October 1, 2010 CUSIP No.

October 4, 2010 SC TO-I

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PEERLESS SYSTEMS CORPORATION (Name of Subject Company (Issuer)) PEERLESS SYSTEMS CORPORATION (Offeror and Issuer) (Name of Filing Persons (identifying status as offeror, issuer or other person)) C

October 4, 2010 EX-99.(A)(5)(I)

Notice of Guaranteed Delivery Tender of Shares of Common Stock Peerless Systems Corporation (Not to be used for signature guarantees)

Exhibit (a)(5)(i) Notice of Guaranteed Delivery for Tender of Shares of Common Stock Of Peerless Systems Corporation (Not to be used for signature guarantees) THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.

October 4, 2010 EX-99.(D)(6)

Caburn Management LP 535 Madison Avenue, 30th Floor, New York NY 10022

Exhibit (d)(6) Caburn Management LP 535 Madison Avenue, 30th Floor, New York NY 10022 August 31, 2010 Peerless Systems Corporation 2361 Rosecrans Avenue El Segundo, CA 90254 Ladies and Gentlemen: As of the date hereof, Caburn Management LP (“Caburn”), a company which Edward Ramsden (“Mr.

October 4, 2010 EX-99.(A)(5)(III)

OFFER TO PURCHASE FOR CASH PEERLESS SYSTEMS CORPORATION UP TO 13,846,153 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $3.25 PER SHARE

Exhibit (a)(5)(iii) OFFER TO PURCHASE FOR CASH BY PEERLESS SYSTEMS CORPORATION OF UP TO 13,846,153 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $3.

September 22, 2010 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Peerless Systems Corporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Peerless Systems Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 705536100 (CUSIP Number) Gregory Bylinsky Bandera Partners LLC 50 Broad Street, Suite 1820 New York, New York 10004 Tel No. (212) 232-4582 With copies to: Robert E.

September 14, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLESS S

September 14, 2010 8-K

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 September 14, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEM

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 September 14, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IR

September 14, 2010 EX-99.1

PEERLESS SYSTEMS CORPORATION

PEERLESS SYSTEMS CORPORATION For Immediate Release: Contacts: Peerless Systems Corporation: William R.

August 30, 2010 EX-10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT Peerless Systems Corporation, a Delaware Corporation, (the “Company”) and its successors and assigns, and Timothy E.

August 30, 2010 8-K

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 August 26, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS C

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 August 26, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS E

August 27, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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 August 26, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS E

August 27, 2010 EX-99.1

Peerless Systems Corporation Announces Self Tender of up to $45 Million of its Outstanding Shares at $3.25 Per Share

For Immediate Release Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer (310) 536-0908 ex 3146 Peerless Systems Corporation Announces Self Tender of up to $45 Million of its Outstanding Shares at $3.25 Per Share EL SEGUNDO, Calif., August 27, 2010 — Peerless Systems Corporation (Nasdaq: PRLS), a provider of imaging and networking technologies to the digital document m

August 27, 2010 EX-99.1

Peerless Systems Corporation Announces Self Tender of up to $45 Million of its Outstanding Shares at $3.25 Per Share

For Immediate Release Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer (310) 536-0908 ex 3146 Peerless Systems Corporation Announces Self Tender of up to $45 Million of its Outstanding Shares at $3.25 Per Share EL SEGUNDO, Calif., August 27, 2010 — Peerless Systems Corporation (Nasdaq: PRLS), a provider of imaging and networking technologies to the digital document m

August 27, 2010 EX-10.2

August 26, 2010

August 26, 2010 Peerless Systems Corporation 2361 Rosecrans Avenue El Segundo, CA 90254 Ladies and Gentlemen: As of the date hereof, Edward Ramsden (“Mr.

August 27, 2010 EX-10.1

AMENDED AND RESTATED

EX-10.1 2 v195448ex10-1.htm AMENDED AND RESTATED NOMINATION AGREEMENT This Amended and Restated Nomination Agreement, dated as of the 26th day of August, 2010 (this “Agreement”), amends and restates the Nomination Agreement, dated May 14, 2009 (the “Original Agreement”), by and among Peerless Systems Corporation, a Delaware corporation (the “Company”), on the one hand, and (i) Bandera Partners LLC

August 27, 2010 SC TO-C

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 August 26, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS C

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 August 26, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS E

August 27, 2010 EX-10.1

AMENDED AND RESTATED

AMENDED AND RESTATED NOMINATION AGREEMENT This Amended and Restated Nomination Agreement, dated as of the 26th day of August, 2010 (this “Agreement”), amends and restates the Nomination Agreement, dated May 14, 2009 (the “Original Agreement”), by and among Peerless Systems Corporation, a Delaware corporation (the “Company”), on the one hand, and (i) Bandera Partners LLC (“Bandera Partners” or “BP”), (ii) Bandera Master Fund L.

August 27, 2010 EX-10.2

August 26, 2010

August 26, 2010 Peerless Systems Corporation 2361 Rosecrans Avenue El Segundo, CA 90254 Ladies and Gentlemen: As of the date hereof, Edward Ramsden (“Mr.

July 29, 2010 8-K

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 July 23, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS COR

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 July 23, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

June 25, 2010 8-K

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 June 23, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS COR

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 June 23, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

June 25, 2010 EX-10.1

PEERLESS CONSULTING SERVICES AGREEMENT

PEERLESS CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the ?Agreement?) is entered into as of December 1, 2008, (?Effective Date?) by and between Peerless Systems Corporation, having its principal place of business at 2381 Rosecrans Avenue, El Segundo, CA 90245 (?Peerless?) and Jeffrey Wald, having his principal place of business at 175 East 96th Street, Apartment 285, New York, NY 10128 ("Consultant").

June 11, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLESS

June 10, 2010 EX-99.1

Peerless Systems Announces Results for the First Quarter of Fiscal 2011 and Annual Meeting Date

For Immediate Release Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer and Acting Chief Executive Officer (310) 536-0908 ex 3146 Peerless Systems Announces Results for the First Quarter of Fiscal 2011 and Annual Meeting Date EL SEGUNDO, Calif., June 10, 2010 — Peerless Systems Corporation (Nasdaq: PRLS), a licensor of imaging and networking technologies to the digita

June 10, 2010 8-K

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 June 10, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS COR

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 June 10, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emp

June 3, 2010 DEF 14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Peerless Systems Corporation PEERLESS SYSTEMS CORPORATION 2361 Rosecrans Avenue Suite 440 El Segundo, CA 90245 NOTICE OF ANNUAL MEETING OF STOCK

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to § 240.

June 1, 2010 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-21287

May 13, 2010 8-K

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 May 13, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORP

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 May 13, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Empl

May 13, 2010 EX-10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of May 11, 2010 (the ?Effective Date?) amends and restates the EMPLOYMENT AGREEMENT (the ?Original Agreement?), dated as of December 3, 2008, between Peerless Systems Corporation, a Delaware corporation, (the ?Company?) and its successors and assigns, and Edward M. Gau

May 3, 2010 8-K

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 May 3, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPO

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 May 3, 2010 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Emplo

May 3, 2010 EX-99.1

Peerless Systems Announces Results for the Year and Quarter ended January 31, 2010

For Immediate Release: Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer and Acting Chief Executive Officer (310) 536-0908 ex 3146 Peerless Systems Announces Results for the Year and Quarter ended January 31, 2010 EL SEGUNDO, Calif., May 3, 2010 — Peerless Systems Corporation (Nasdaq: PRLS), a provider of imaging and networking technologies to the digital document mar

May 3, 2010 EX-10.46

EMPLOYMENT AGREEMENT

Exhibit 10.46 EMPLOYMENT AGREEMENT Peerless Systems Corporation, a Delaware Corporation, (the “Company”) and its successors and assigns, and Edward M. Gaughan, a natural person (“Executive”) (collectively, the “Parties”), make this EMPLOYMENT AGREEMENT (“Agreement”) as of December 3, 2008 (“Commencement Date”). RECITALS 1. WHEREAS, Executive is currently employed by the Company as the Acting Presi

May 3, 2010 EX-21

Registrant?s Wholly-Owned Subsidiaries

Exhibit 21 Registrant’s Wholly-Owned Subsidiaries: Peerless Systems K.K., a Japanese corporation Cue Imaging Corporation, a Delaware corporation

May 3, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-21287 Peerless System

February 9, 2010 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Peerless Systems Corporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Peerless Systems Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 705536100 (CUSIP Number) Gregory Bylinsky Bandera Partners LLC 50 Broad Street, Suite 1820 New York, New York 10004 Tel No. (212) 232-4582 With copies to: Robert E.

December 24, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42982Y109 (CUSIP Number) William Neil Chief Financial Officer and Acting Chief Executive Officer Peerless Systems Corporation 2361 Rosecrans Av

December 21, 2009 EX-10.1

[The rest of this page has intentionally been left blank]

AGREEMENT This AGREEMENT, dated as of December 18, 2009 (this “Agreement”), is by and among HIGHBURY FINANCIAL INC.

December 21, 2009 EX-99.1

Peerless Systems Corporation Announces Settlement of Proxy Contest with Highbury Financial Inc.

For Immediate Release: Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer and Acting Chief Executive Officer (310) 536-0908 Peerless Systems Corporation Announces Settlement of Proxy Contest with Highbury Financial Inc. EL SEGUNDO, Calif., December 21, 2009 — Peerless Systems Corporation (Nasdaq: PRLS), today announced that it had entered into an agreement to settle it

December 21, 2009 8-K

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 December 18, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS

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 December 18, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

December 11, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2009 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLES

December 10, 2009 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

December 10, 2009 EX-99.1

Peerless Systems Announces Results for the Third Quarter of Fiscal 2010

Exhibit 99.1 For Immediate Release: Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer and Acting Chief Executive Officer (310) 536-0908 ex 3146 Peerless Systems Announces Results for the Third Quarter of Fiscal 2010 EL SEGUNDO, Calif., December 10, 2009 — Peerless Systems Corporation (Nasdaq: PRLS), a provider of imaging and networking technologies to the digital docu

December 10, 2009 8-K

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 December 10, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS

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 December 10, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS

November 25, 2009 DEFN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confid

October 30, 2009 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid

October 22, 2009 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid

October 13, 2009 PREC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confide

October 9, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42982Y109 (CUSIP Number) William Neil Chief Financial Officer and Acting Chief Executive Officer Peerless Systems Corporation 2361 Rosecrans Av

September 17, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42982Y109 (CUSIP Number) William Neil Chief Financial Officer and Acting Chief Executive Officer Peerless Systems Corporation 2361 Rosecrans Av

September 14, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42982Y109 (CUSIP Number) William Neil Chief Financial Officer and Acting Chief Executive Officer Peerless Systems Corporation 2361 Rosecrans Av

September 14, 2009 EX-10.1

JOINT FILING AGREEMENT

Exhibit 10.1 JOINT FILING AGREEMENT WHEREAS, Peerless Systems Corporation, a Delaware corporation (“Peerless”), is a stockholder of Highbury Financial Inc., a Delaware corporation ( “Highbury”); WHEREAS, Timothy E. Brog (the “Nominee”) is a director of Peerless, and Peerless has nominated the Nominee as a director for election at Highbury’s next annual meeting of stockholders; WHEREAS, due to such

September 11, 2009 EX-10.2

CONSULTING AGREEMENT

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made and entered into as of August 6, 2009, by and between Peerless Systems Corporation, a Delaware corporation (the "Company"), and ("Consultant"), with reference to the following facts: WHEREAS, the parties hereto desire to enter into an agreement under which Consultant will provide services to the Company as an in

September 11, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLESS S

September 11, 2009 EX-10.1

PEERLESS SYSTEMS CORPORATION 2005 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.1 PEERLESS SYSTEMS CORPORATION 2005 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”), dated as of (the “Date of Grant”), is made by and between Peerless Systems Corporation, a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, pursuant to the 2005 Incentive Award Plan, as amended (the “Plan”), the Company may

September 10, 2009 8-K

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 September 10, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEM

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 September 10, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IR

September 10, 2009 EX-99.1

Peerless Systems Announces Results for the Second Quarter of Fiscal 2010

For Immediate Release: Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer and Acting Chief Executive Officer (310) 536-0908 ex 3146 Peerless Systems Announces Results for the Second Quarter of Fiscal 2010 EL SEGUNDO, Calif., September 10, 2009 — Peerless Systems Corporation (Nasdaq: PRLS), a provider of imaging and networking technologies to the digital document market

July 28, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42982Y109 (CUSIP Number) William Neil Chief Financial Officer and Acting Chief Executive Officer Peerless Systems Corporation 2381 Rosecrans Av

July 20, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42982Y109 (CUSIP Number) William Neil Chief Financial Officer and Acting Chief Executive Officer Peerless Systems Corporation 2381 Rosecrans Av

July 10, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42982Y109 (CUSIP Number) William Neil Chief Financial Officer and Acting Chief Executive Officer Peerless Systems Corporation 2381 Rosecrans Av

June 15, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42982Y109 (CUSIP Number) William Neil Chief Financial Officer and Acting Chief Executive Officer Peerless Systems Corporation 2381 Rosecrans Av

June 15, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-21287 PEERLESS

June 8, 2009 8-K

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 June 8, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORP

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 June 8, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Empl

June 8, 2009 EX-99.1

Peerless Systems Corporation:

For Immediate Release: Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer and Acting Chief Executive Officer (310) 536-0908 ex 3146 Peerless Systems Announces the Expansion of its Stock Repurchase Program and the Election of Directors EL SEGUNDO, Calif., June 8, 2009 - Peerless Systems Corporation (Nasdaq: PRLS) today announced that the Company’s Board of Directors aut

June 4, 2009 EX-99.1

Peerless Systems Announces Fiscal First Quarter Results

For Immediate Release Contacts: Peerless Systems Corporation: William R. Neil Chief Financial Officer and Acting Chief Executive Officer (310) 536-0908 ex 3146 Peerless Systems Announces Fiscal First Quarter Results EL SEGUNDO, Calif., June 4, 2009 — Peerless Systems Corporation (Nasdaq: PRLS), a licensor of imaging and networking technologies to the digital document market, today reported financi

June 4, 2009 8-K

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 June 4, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORP

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 June 4, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Empl

June 1, 2009 EX-10.2

Re: Early Release of Escrow Funds

KYOCERA MITA Corporation 2-28, 1-Chome, Tamatsukuri, Chuo-ku, Osaka 540-8585 Japan May 26, 2009 Mr.

June 1, 2009 EX-10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT Peerless Systems Corporation, a Delaware Corporation, (the “Company”) and its successors and assigns, and William Neil, a natural person (“Executive”) (collectively, the “Parties”), make this EMPLOYMENT AGREEMENT (“Agreement”) as of May 26, 2009 (“Commencement Date”).

June 1, 2009 8-K

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 May 26, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORP

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 May 26, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Empl

May 15, 2009 EX-10.1

NOMINATION AGREEMENT

Exhibit 10.1 NOMINATION AGREEMENT This Nomination Agreement, dated the 14th day of May, 2009 (this “Agreement”), by and among Peerless Systems Corporation, a Delaware corporation (the “Company”), on the one hand, and (i) Bandera Partners LLC (“Bandera Partners” or “BP”), (ii) Bandera Master Fund L.P. (“Bandera Master Fund” or “BMF”), (iii) Bandera Partners Management LLC (“BPM”), (iv) Gregory Byli

May 15, 2009 DEFR14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 Filed by the Registrant R Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO.

May 15, 2009 8-K

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 May 14, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORP

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 May 14, 2009 Date of Report (Date of earliest event reported) PEERLESS SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 0-21287 (Commission File Number) 95-3732595 (IRS Empl

May 15, 2009 EX-1

NOMINATION AGREEMENT

EXHIBIT 1 NOMINATION AGREEMENT This Nomination Agreement, dated the 14th day of May, 2009 (this “Agreement”), by and among Peerless Systems Corporation, a Delaware corporation (the “Company”), on the one hand, and (i) Bandera Partners LLC (“Bandera Partners” or “BP”), (ii) Bandera Master Fund L.

May 15, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Peerless Systems Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 705536100 (CUSIP Number) Gregory By

May 11, 2009 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Highbury Financial Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 42982Y109 (CUSIP Number) William Neil Chief Financial Officer and Acting Chief Executive Officer Peerless Systems Corporation 2381 Rosecrans Avenue El Segundo,

May 5, 2009 EX-2

BANDERA PARTNERS LLC 26 BROADWAY SUITE 1607 NEW YORK NY 10004 TEL 212 232.4583 FAX 212 232.4586

EXHIBIT 2 BANDERA PARTNERS LLC 26 BROADWAY SUITE 1607 NEW YORK NY 10004 TEL 212 232.

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