Contact Information: Contacts: Peerless Systems Corporation: John Rigali Chief Financial Officer (310) 297-3146 Investor Contact: Geoff High Pfeiffer High Investor Relations, Inc. (303) 393-7044
Peerless Systems Announces Receipt of Letter From Nasdaq Regarding Compliance With Requirements for Audit Committee Composition
| Source: Peerless Systems Corporation
EL SEGUNDO, CA--(Marketwire - June 6, 2008) - Peerless Systems Corporation (NASDAQ : PRLS )
today announced that on June 2, 2008, the Company received a letter from
Nasdaq providing that (i) due to the resignation of former audit committee
member Louis Cole on May 22, 2008, the Company was no longer in compliance
with Nasdaq's three member audit committee composition requirement under
Rule 4350(d)(2)(A), and (ii) Nasdaq will provide the Company a cure period
in order to regain compliance as follows: the Company has until the earlier
of the next annual stockholders' meeting or May 22, 2009 to regain
compliance or if the next annual stockholders' meeting is held before
November 18, 2008, then the Company must evidence compliance no later than
November 18, 2008.
Assuming the Company's next annual meeting of stockholders is held on
August 8, 2008 as scheduled, the Company will be required to appoint at
least one additional independent director to the Audit Committee to fill
the vacancy caused by Mr. Cole's resignation by November 18, 2008 or face
possible delisting from Nasdaq.
The Board of Directors intends to appoint one or more independent directors
to the Audit Committee before the end of this cure period.
About Peerless Systems Corporation
Founded in 1982, Peerless Systems Corporation is a provider of imaging and
networking technologies and components to the digital document markets,
which include manufacturers of color, monochrome and multifunction office
products and digital appliances. In order to process digital text and
graphics, digital document products rely on a core set of imaging software
and supporting electronics, collectively known as an imaging controller.
Peerless' broad line of scalable software and silicon offerings enables its
customers to shorten their time-to-market and reduce costs by offering
unique solutions for multiple products. Peerless' customer base includes
companies such as Canon, IBM, Konica Minolta, Kyocera Mita, Lenovo,
OkiData, Ricoh, RISO, Seiko Epson and Xerox. Peerless also maintains
strategic partnerships with Adobe and Novell. For more information, visit
Peerless' web site at www.peerless.com.
Safe Harbor Statement Under The U.S. Private Securities Litigation Reform
Act Of 1995
Statements made by us in this press release that are not historical facts
constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements are necessarily estimates
reflecting the best judgment of our senior management based on our current
estimates, expectations, forecasts and projections and include comments
that express our current opinions about trends and factors that may impact
future operating results. Statements that use words such as we "believe,"
"anticipate," "estimate," "intend," "could," "plan," "expect," "project,"
"predict," "forecast," "outlook," "potential," "continue," "may," "future,"
"can," "enhance," and "should," or the negative of these, as well as
similar expressions, can be used to identify forward-looking statements.
These statements are not guarantees of future performance, rely on a number
of assumptions concerning future events, many of which are outside of our
control, and involve known and unknown risks and uncertainties that could
cause our actual results, performance or achievements, or industry results,
to differ materially from any future results, performance or achievements,
expressed or implied by such forward-looking statements. Such risks and
uncertainties include, among other things, changing competitive and market
conditions, our reliance on certain OEM customers for significant portions
of our revenues, the sufficiency of our capital resources, any adverse
change in our relationship with Adobe Systems Incorporated and/or Novell,
Inc, increased competition both from in-house OEM products and low cost
offshore competitors, the impact of Microsoft's Vista™ operating system,
reduced demand for our existing monochrome technologies or other products,
the rapid changes taking place in the emerging color print devices markets,
our ability to realize contract backlog, our ability to identify new
customers or place our technology in a broader base of products, our
ability to leverage core competencies and find product segments that blend
well with our core business, our ability to successfully enter new software
application sectors, our ability to maintain our profit objectives and
create compelling margins, the tenure of the competitive advantage of our
old and new technologies, our reliance on block licensing, our ability to
develop and market our advanced devices and software, the validity and
protection of our intellectual property rights, risks associated with
international business activities, our reliance on key personnel and our
board of directors and our ability to execute our business plan and
strategic partnering transactions.
The above risks, and others, are described in further detail in our reports
filed with the Securities and Exchange Commission, including, but not
limited to, those described under "Item 1A. Risk Factors" in our most
recent Annual Report on Form 10-K for the fiscal year ended January 31,
2008, filed on May 12, 2008.
Current and prospective stockholders are urged not to place undue reliance
on forward-looking statements, which speak only as of the date hereof. We
are under no obligation, and expressly disclaim any obligation, to update
or alter any forward-looking statements, whether as a result of new
information, future events or otherwise. All forward-looking statements
contained herein are qualified in their entirety by the foregoing
cautionary statements.