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 Corporation Responds to Letter From Activist Director
| Source: Peerless Systems Corporation
EL SEGUNDO, CA--(Marketwire - November 16, 2007) - Peerless Systems Corporation (Peerless)
(NASDAQ : PRLS ) today responded to a November 14, 2007, letter to the
Peerless board of directors submitted by an activist director who
subsequently made the letter public through a filing with the Securities
and Exchange Commission.
Peerless president and CEO Richard L. Roll said it was regrettable that the
company was conducting board-level communications in an open forum, but due
to the number of false and misleading statements made in the publicly filed
letter by director Timothy Brog, the company and its board have been
compelled to respond in kind.
"We are troubled by Mr. Brog's motives and the timing of his letter,
particularly in light of the significant improvements we have made to
Peerless' financial condition and the strategic initiatives we are
pursuing," Roll said. "Now, instead of fully focusing on day-to-day
operations and potential opportunities, we are once again directing
valuable time and resources toward the disruptive conduct of an activist
who has very limited experience in our industry or as a public-company
director."
The Company said that contrary to Mr. Brog's assertion, Peerless is not in
violation of its June 4, 2007, Settlement Agreement with the Peerless Full
Value Committee. The Nominating Committee is not obligated to accept the
nominee of a specific large shareholder solely because the nominee has been
submitted. Moreover, the Nominating Committee offered a Board seat to a
nominee of the aforementioned shareholder, and while qualified, the
individual declined the nomination due to logistical reasons and
insufficient compensation. The Company noted that it is Mr. Brog who
violated the Agreement when he voted against two of the current directors
who were approved by the Nominating Committee and all of the other
directors. The Board continues to make the addition of an independent
director a priority, but cannot and will not sacrifice quality.
The Company said that Mr. Brog's letter also included false statements,
omissions, and gross exaggerations of proposed director compensation. For
instance, when comparing his approximated fiscal 2007 aggregate board
compensation to that of the next twelve months, Mr. Brog failed to mention
that there were fewer independent directors last fiscal year. The fees
approved by the Board for non-employee directors include cash of less than
$60,000 under normal conditions, the same stock options awarded to
directors in previous years, and 10,000 shares of restricted common stock
which vest over four years.
The Company said that it is unseemly and inappropriate that Mr. Brog would
publicly mischaracterize the performance and experience-level of certain
co-directors who collectively have many years of public company board
experience and have achieved an extraordinary level of business success
during their careers.
"In spite of the motives of a single director, each of the other members of
the Peerless board is committed to growing this Company for the benefit of
its shareholders. We remain very optimistic about the opportunities we are
pursuing and our prospects for long-term success."
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.
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