Peregrine Systems, Inc.
(www.peregrine.com)
Ticker:PRGN 12670 High Bluff Drive
Exchange:NASDAQ-National Market San Diego, CA 92130
Industry:High-Tech (SIC Code 7372) (619) 481-5000

Offering Information
Type of Shares:Common Shares Filing Date:2/10/97
U.S. Shares:2,300,000 Offer Date:4/9/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:2,300,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $25,300,000 Selling:$0.35
Expenses:$650,000 Reallowance:$0.10
Shares Out After:15,019,019

Primary Underwriting Group
ManagerTierPhone
UBS Securities Inc.Lead Manager (212) 821-4510
Oppenheimer & Company, Inc.Co-manager (212) 667-7400

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Cooley Godward Castro Huddleson & Tatum
Auditor: Arthur Andersen
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/96 12/31/96 12/31/95 12/31/96
Revenue:$23.77$24.53$17.64Assets:$19.03
Net Income:-$6.41$2.36-$3.74Curr Assets:
EPS:-$0.52$0.16Liabilities:$25.39
Prior EPS:-$0.29-$0.10Curr Liabilities:
Cash Flow/Oper:-$0.15Equity:-$6.35
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of Enterprise Service Desk software. The company develops, markets and supports SERVICECENTER, an integrated suite of applications that automates the management of complex, information technology infrastructure. SERVICECENTER is specifically designed to address the IT management requirements of large organizations and is distinguished by its breadth of functionality and its ability to be deployed across all major hardware platforms and network operating systems and protocols. SERVICECENTER utilizes advanced client/server and sophisticated intelligent agent technologies as well as a unique modular architecture to enable customers to meet their strategic objectives, effectively leverage existing IT investments and reduce the cost of IT management. Today, IT is an integral part of many core business functions and is critical to many new tactical and strategic initiatives, such as business process reengineering, supply chain management and enhanced customer care.

Competition
The market for the company's products is highly competitive, fragemented and subject to rapid technological change and frequent new product introductions and enhancements. Competitors vary in size and in the scope and breadth of the products and services offered. The company encounters competition from a number of sources, including (I) providers of internal help desk software applications, and (iii) large information technology and systems management companies such as IBM and Computer Associates International, Inc. Because barriers to entry in the software market are relatively low, the company anticipates additional competition from other established and emerging companies as the market fro Enterprise Service Desk applications expands. In addition, current and potential competitors have established or may in the future estalbish cooperative relationships among themselves or with third parties, or large software companies could acquire or establish alliances with smaller competitors of the company. The company expects software industry consolidation to occur in the future, and it is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share. Increased competition is likely to result in price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on the company's business, operting results and financial condition. Some of the ocmpany's current an dmany of its potential competitors have significantly greater financial, technical, marketing and other resources than the company.

Business Plan
The company's objective is to be the leading supplier of Enterprise Service Desk solutions worldwide. To achieve this objective, the company is pursuing the following strategies: (I) Maintain Functional and Technical Leadership Position, (ii) Broaden Target Market to Global 2000, (iii) Expand International Sales, (iv) Leverage Product Authorship Model, (v) Leverage Sales Model, (vi) Build Customer Partnerships and (vii) Expand Channels and Third Party Relationships.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and other general corporate purposes including repayment of bank debt..

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