UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549


Amendment
No. 1


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
Systems Corporation


(Exact
Name of Registrant as Specified in Its Charter)


Delaware
            
            95-3732595(State or Other Jurisdiction of
            
            (I.R.S. EmployerIncorporation or Organization)
            
            Identification No.)2361
      Rosecrans Avenue Suite
    440, El Segundo, CA
            
            90245(Address of Principal Executive Offices)
            
            (Zip Code)


(310) 536-0908


(Registrant’s telephone number,
including area code)


Securities
registered pursuant to Section 12(b) of the Act:





Title
      of Each Class
                
                Name
      of Each Exchange on which RegisteredCommon
      Stock, $0.001 par value
                
                The
      NASDAQ Stock Market LLC





Securities
registered pursuant to Section 12(g) of the Act: None


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yeso
     Noþ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yeso
     Noþ




Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  YesþNoo





Indicate
by checkmark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    Yes  ̈No  ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):




Large accelerated
      filero
            Accelerated
      filero
            Non-accelerated
      filero
            Smaller reporting
      companyþ





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


Yeso
     Noþ





The
aggregate market value of the registrant’s common equity held by non-affiliates
was approximately $27,489,164 as of July 31, 2009, based upon the last sale
price of our common stock on the Nasdaq Capital Market on such
date.





The
number of shares of Common Stock outstanding as of April 15, 2010 was
16,019,496.







TABLE
OF CONTENTS





PART
      III
                        
                        1Item
      10.  Directors, Executive Officers and Corporate
      Governance
                        
                        1BOARD
      OF DIRECTORS
                        
                        1Board
      Leadership and Risk Oversight
                        
                        2Board
      and Committee Meetings
                        
                        2Stockholder
      Communications with the Board
                        
                        5DIRECTOR
      COMPENSATION
                        
                        6EXECUTIVE
      OFFICERS
                        
                        7SECTION
      16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
                        
                        8CODE
      OF BUSINESS CONDUCT AND ETHICS
                        
                        8Item
      11.  Executive Compensation
                        
                        9EXECUTIVE
      COMPENSATION
                        
                        9Summary
      Compensation Table
                        
                        9Narrative
      to Summary Compensation Table
                        
                        9Outstanding
      Equity Awards at Fiscal Year-End
                        
                        11Option
      Exercises and Stock Vested
                        
                        11Potential
      Payments Upon Termination Or Change In Control
                        
                        11Compensation
      Committee Interlocks and Insider Participation
                        
                        13Item
      12.  Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
                        
                        14SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                        
                        14SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
                        
                        15Item
      13.  Certain Relationships and Related Transactions, and
      Director Independence
                        
                        15POLICY
      REGARDING RELATED PERSON TRANSACTIONS
                        
                        15MAJORITY
      INDEPENDENCE OF THE BOARD
                        
                        16Item
      14  Principal Accountant Fees and Services
                        
                        16FEES
      PAID TO INDEPENDENT REGISTERED ACCOUNTING FIRM
                        
                        16Item
      15.  Exhibits and Financial Statement Schedules
                        
                        17





EXHIBIT
31.1   Certification of Chief Financial Officer and Acting Chief
Executive Officer


EXHIBIT
32.1   Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002








EXPLANATORY
NOTE





This
Amendment No. 1 (the “Amendment”) amends and supplements our Annual Report on
Form 10-K for the year ended January 31, 2010 that we filed on May 3, 2010 (the
“Form 10-K”) with the Securities and Exchange Commission.  Since the
Company’s proxy statement for its 2010 annual meeting of stockholders will be
filed after June 1, 2010, we are filing this Amendment to provide the
information required by Items 10, 11, 12, 13 and 14 of Part III and to update
the information included in Item 15 of Part IV.  Capitalized
terms used but not defined herein shall have the meanings set forth in the Form
10-K.  Except as expressly set forth herein, no other amendments are
being made to the Form 10-K.







PART III





Item 10.
Directors, Executive Officers and Corporate Governance





BOARD
OF DIRECTORS





The
following sets forth certain information with respect to our current
directors.  Except as set forth below, none of our directors were
selected for election pursuant to any arrangement or understanding, other than
with the directors and executive officers of the Company acting within their
capacity as such.  There are no family relationships among directors
or executive officers of the Company.  Except as set forth below, no
directorships are held by any director in a company which has a class of
securities registered pursuant to Section 12 of the Exchange Act, or subject to
the requirements of Section 15(d) of the Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940.





Steven M. Bathgate, age 55,
has been a director of the Company since May 2008.  Since 1996, Mr.
Bathgate has been Senior Managing Partner of GVC Capital LLC ("GVC"), formerly
known as Bathgate Capital Partners LLC, a FINRA-licensed broker
dealer.  Prior to starting GVC, he was the Chairman and Chief
Executive Officer of Cohig & Associates, Inc., an NASD member firm
specializing in public and private financing for emerging growth
companies.  His other previous experience includes employment by Wall
Street West, Dain Bosworth, Inc., and the National Association of Securities
Dealers, Inc.  He received his B.S. degree in finance from the
University of Colorado.  Mr. Bathgate is a director of Omni Bio
Pharmaceutical, Inc, a public emerging biopharmaceutical company.  Mr.
Bathgate has the Series 7, 24, 27, 63 and 79 securities licenses.  The
Board believes that Mr. Bathgate’s experience in the financial services industry
and in evaluating acquisitions is valuable to the Company in reviewing potential
acquisition candidates and completing an acquisition.





Timothy E. Brog, age 46, has
served the Company as a director since July 2007.  Mr. Brog has been the
Managing Director of Locksmith Capital Management LLC since September
2007.  Mr. Brog was the Managing Director of E2 Investment Partners LLC from
March 2007 to July 2008. Mr. Brog was President of Pembridge Capital Management
LLC and the Portfolio Manager of Pembridge Value Opportunity Fund from June 2004
to September 2007.  Mr. Brog was a Managing Director of The Edward
Andrews Group Inc., a boutique investment bank from 1996 to
2007.  From 1989 to 1995, Mr. Brog was a corporate finance and mergers
and acquisitions associate of the law firm Skadden, Arps, Slate, Meagher &
Flom LLP.  Mr. Brog received a J.D. from Fordham University
School of Law in 1989 and a B.A. from Tufts University in
1986.  Mr. Brog is a Director of Eco-Bat Technologies
Limited.  The Board believes that Mr. Brog’s legal, investment banking
experience and value investment experience are extremely valuable to the Company
in sourcing, negotiating and executing an acquisition and position him well to
serve as Chairman of the Board.





Gregory Bylinsky,
age 43, has served as a
director of the Company since June 5, 2009. Mr. Bylinsky has been a Portfolio
Manager, Managing Director and Managing Partner of Bandera Partners LLC, a
value-oriented hedge fund manager, and Bandera Partners Management LLC, an
affiliate general partner entity, since August 2006.  From March 2000
to July2006, Mr. Bylinsky
was a Managing Director and Portfolio Manager of Lime Capital Management, LLC, a
hedge fund manager focused on value and special situation
investments.  Mr. Bylinsky was a Managing Director at Tower Research
Capital LLC from March 1998 to March 2000. From August 1994 to March 1998 Mr.
Bylinsky was a litigation attorney at Kaye Scholer LLP. Mr. Bylinsky received a
B.A. from Yale College in 1988 and a J.D. from Harvard Law School in
1994.  The Board believes that Mr. Bylinksy’s experience in value and
special situation investments will be valuable to the Company in reviewing
potential acquisition candidates and completing an
acquisition.








Jefferson Gramm, age 34, has
served as a director of the Company since June 5, 2009.  Mr. Gramm has
been a Portfolio Manager, Managing Director and Managing Partner of Bandera
Partners LLC, a value-oriented hedge fund manager, and Bandera Partners
Management LLC, an affiliate general partner entity, since August 2006.  From October
2004 to July 2006, Mr. Gramm was a Managing Director of Arklow Capital, LLC, a
hedge fund manager focused on distressed and value investments.  He
was previously with Mellon HBV from June 2002 through September 2004, most
recently serving as a Senior Research Analyst.  Mr. Gramm received an MBA
from Columbia University in 2003 and a B.A from the University of Chicago in
1996.  Mr. Gramm’s experience in distressed and value investments
are of great value to the Company in reviewing acquisition targets and
negotiating and completing an acquisition.





Jeffrey A. Hammer, age 47,
has served as a director since August 11, 2008. Mr. Hammer is currently a
Managing Director and Co-Head of the Secondary Advisory business at Houlihan
Lokey Howard & Zukin. Mr. Hammer joined Houlihan Lokey in March 2009 from
Bear Stearns & Co, where he was a Senior Managing Director from June 2004
through December 2008.  During this time, Mr. Hammer served as the
Global Head of Origination for the Private Funds Group from June 2007 through
December 2009 and the Co-Head of the private equity fund-of-funds and secondary
investing unit, Private Equity Advisors, from June 2004 to June
2007.  From April 1999 to May 2004, Mr. Hammer was a Managing Director
and Co-Founder of BDC Financial, a Boston-based specialist private equity
manager.  During the six-year period prior to BDC’s formation in 1999,
Mr. Hammer founded two investment management firms, one backed by AEW Capital
Management and the AT&T Master Pension Trust and the other backed by Nomura
Securities. Mr. Hammer previously served as a senior executive of a leading
online provider of SEC-filed corporate financial information.  Earlier
in his career, Mr. Hammer held positions in investment banking at Morgan Stanley
& Co. Inc. in New York and Goldman Sachs & Co. in New York and London.
Mr. Hammer received an MBA from Harvard University and an AB
from Princeton University.  Mr. Hammer is a NASD-licensed
Series 7 General Securities Representative, a Series 24 General Securities
Principal a Series 63 State Representative and a Series 79 Limited Investment
Banking Representative.  Mr. Hammer has substantial experience in
sourcing and executing acquisitions, which the Board believes is essential to
enable the Company to carry out its acquisition strategy.  Mr.
Hammer’s experience positions him well to serve as a director and to fill the
critical role of Audit Committee “financial expert”.





Board
Leadership Structure and Risk Oversight





Due to
the size of the Company, the Board believes it is not necessary to separate the
roles of Chairman and Chief Executive Officer of the
Company.  However, the Company currently separates these
roles.  Timothy Brog serves as Chairman of the Board, while William
Neil serves as Chief Financial Officer and Acting Chief Executive Officer of the
Company. The Board believes the separation of these roles enables effective
oversight of management and provides checks and balances with respect to the
decision making process at the Company.





The
Board, in conjunction with the Company’s officers, is responsible for
considering, identifying and managing material risks to the Company. The audit
committee plays a critical role in evaluating and managing internal controls,
financial risk exposure and monitoring the activities of the Company’s
independent registered public accounting firm. The entire Board also receives
updates at each Board meeting regarding any material risks from the Company’s
management.





Board
Committees and Meetings





During
the fiscal year ended January 31, 2010, the Board held 15 meetings.
Mr. Brog currently serves as Chairman of the Board.  The Board
has a Strategic Committee, an Audit Committee, a Compensation Committee, and a
Nominating and Corporate Governance Committee. Copies of the charters for the
Audit, Compensation and Nominating and Corporate Governance Committees can be
found on our website,www.peerless.com on the For Investors page, under the Corporate
Governance link.  During the fiscal year ended January 31, 2010, each
director attended 75% or more of the aggregate meetings of the Board and of the
committees on which he served that were held during the period for which he was
a director or committee member, respectively.  Each of the directors
attended the 2009 annual meeting of stockholders.  The Board’s policy
is that each director will make every effort to attend the annual stockholders’
meeting, subject to his business and personal obligations.





2


Strategic
Committee.The Board of Directors has a Strategic
Committee consisting of all of the directors.  Since the sale of
substantially all of the Company's assets in April 2008, the Company
has shifted its focus from its historical business and to pursuing
transactions that would enhance stockholder value.  The Strategic
Committee meets once a week with a mergers and acquisitions consultant
retained by the Company to advise on the strategic process.  The committee
determines the Company's acquisition strategy, recommends and investigates
acquisition candidates, discusses market trends, reviews potential transactions
and receives status updates on negotiations with potential acquisition
candidates.  Notwithstanding the significant amount of time that members of
the Board spend on this committee, directors do not receive additional
compensation for serving on this committee. During the fiscal year ended January
31, 2010, the committee held 40 meetings.




Audit
Committee.  From February 1, 2009 until June, 4, 2009, the
Audit Committee consisted of Timothy Brog, Simon James and Steven Pully
(Chair).  From June 5, 2009 until May 27, 2010, the Audit Committee
consisted of Jeffrey Hammer, Steven Bathgate and Timothy Brog
(Chair).  On May 27, 2010, the Nominating Committee of the Board
determined that Mr. Brog is no longer independent under the Nasdaq listing
standards and applicable SEC laws, rules and regulations and Mr. Brog resigned
from the committee accordingly.  Since such date, the committee
consists of Messrs Hammer and Bathgate.  The Company expects to
appoint an independent director to the committee within the time frame set forth
in Nasdaq Listing Rule 5605(c)(4). Each of the current and prior members of the
committee has otherwise met the independence and other requirements of the
applicable Nasdaq listing standards, SEC rules and our Bylaws for the applicable
period served on the committee.  Mr. Hammer meets the definition of an
audit committee financial expert, as set forth in Item 407(d)(5) of Regulation
S-K and meets the financial sophistication requirements of the Nasdaq listing
standards. During the fiscal year ended January 31, 2010, the Audit Committee
held five meetings.  The Audit Committee operates pursuant to a
written charter adopted by the Board in November 2003.  In accordance
with its current charter, the Committee’s responsibilities currently include
direct responsibility for the appointment, compensation, retention and oversight
of the work of the independent registered public accountant, as well
as:





• 
reviewing the independence and quality control procedures of the independent
registered public accountant and the experience and qualifications of the
independent registered public accountant’s senior personnel;





• 
meeting with management and the independent registered public accountant in
connection with each annual audit to discuss the scope of the audit, the
procedures to be followed in the audit and the staffing of the
audit;





• 
reviewing and discussing with management and the independent registered public
accountant: (A) major issues regarding accounting principles and financial
statement presentations, including any significant changes in the Company’s
selection or application of accounting principles, and major issues as to the
adequacy of the Company’s internal controls and any special audit steps adopted
in light of material control deficiencies;(B) any analyses
prepared by management or the independent registered public accountant setting
forth significant financial reporting issues and judgments made in connection
with the preparation of the Company’s financial statements, including analyses
of the effects of alternative GAAP methods on the Company’s financial
statements; and (C) the effect of regulatory and accounting initiatives, as well
as off-balance sheet structures, on the Company’s financial
statements;





•    reviewing
and discussing the annual audited financial statements with management and the
independent registered public accountant;





•    reviewing
with the independent registered public accountant any problems or difficulties
the independent registered public accountant may have encountered during the
course of the audit work, including any restrictions on the scope of activities
or access to required information or any significant disagreements with
management and management’s responses to such matters;





•    discussing
with the independent registered public accountant the report that such auditor
is required to make to the Committee regarding: (A) all accounting policies and
practices to be used that the independent registered public accountant
identifies as critical; (B) all alternative treatments within GAAP for policies
and practices related to material items that have been discussed among
management and the independent registered public accountant, including the
ramifications of the use of such alternative disclosures and treatments, and the
treatment preferred by the independent registered public accountant; and (C) all
other material written communications between the independent registered public
accountant and management of the Company, such as any management letter,
management representation letter, reports on observations and recommendations on
internal controls, independent registered public accountant’s engagement letter,
independent registered public accountant’s independence letter, schedule of
unadjusted audit differences and a listing of adjustments and reclassifications
not recorded, if any;




3


•    discussing
with the independent registered public accountant the matters required to be
discussed by Statement on Auditing Standards No. 61, “Communication with Audit
Committees,” as then in effect;





•    recommending
to the Board that the audited financial statements be included in the Company’s
Annual Report;





•    discussing
with management and the independent registered public accountant the Company’s
earnings press releases (with particular focus on any “pro forma” or “adjusted”
non-GAAP information), as well as financial information and earnings guidance
provided to analysts and rating agencies;





•    reviewing
and approving, if determined, all related party transactions;





•    discussing
with management and the independent registered public accountant any
correspondence from or with regulators or governmental agencies, any employee
complaints or any published reports that raise material issues regarding the
Company’s financial statements, financial reporting process or accounting
policies;





•    discussing
with the Company’s General Counsel or outside counsel any legal matters brought
to the Audit Committee’s attention that could reasonably be expected to have a
material impact on the Company’s financial statements;





•    discussing
with management the Company’s policies with respect to risk assessment and risk
management;





•    setting
clear hiring policies for employees or former employees of the Company’s
independent registered public accountant;





•    establishing
procedures for the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing
matters;





•    providing
the Company with the Audit Committee Report for inclusion in each of the
Company’s annual proxy statements; and





•    performing
an annual evaluation of the performance of the Committee.





Compensation Committee. From
February 1, 2009 until June 5, 2009, the Compensation Committee consisted of
Steven Bathgate, Rimmy Malhotra, Steven Pully and Jeffrey Hammer
(Chair).  Since June 5, 2009, the Compensation Committee consists of
Steven Bathgate, Jefferson Gramm and Jeffrey Hammer (Chair). The
responsibilities of the Compensation Committee include oversight, development
and administration of the total compensation program for executive officers and
other key employees, and oversight of the Company’s incentive and equity plans
and other employee benefit plans.  The Compensation Committee reviews,
establishes and revises all forms of compensation for officers of the Company,
and such other employees of the Company as directed by the Board. During the
fiscal year ended January 31, 2010, the Compensation Committee did not hold any
meetings.  Each member of the Compensation and Committee is
“independent” as required by the applicable Nasdaq listing
standards.





Nominating and Corporate Governance
Committee. Since June 5, 2010, the Nominating and Corporate Governance
Committee consists of Timothy Brog, Steven Bathgate (Chair), Jeffrey Hammer and
Gregory Bylinsky.  February 1, 2009 to June 4, 2010, the Nominating
and Corporate Governance Committee consisted of Timothy Brog, Jeffrey Hammer and
Steven Bathgate (Chair). This Committee develops the policy on the size of the
Board, reviews potential candidates for Board membership and nominates persons
to serve on the Board.  It is also charged with developing and
recommending appropriate corporate governance standards and evaluating the
effectiveness of the Board.  During fiscal 2010, the Nominating and
Corporate Governance Committee held two meetings.  Each member of the
Nominating and Corporate Governance Committee is “independent” as required by
the applicable Nasdaq listing standards, other than Mr. Brog.  On May
27, 2010, the Nominating and Corporate Governance Committee determined that Mr.
Brog is no longer independent under the Nasdaq listing standards and applicable
SEC laws, rules and regulations.  Nasdaq Rule 5605(e)(3) permits one
non-independent director to serve on the committee for a period of up to two
years if the Board has determined that it is in the best interests of the
Company and its stockholders.  The Board has determined that it is in
the best interests of the Company and its stockholders for Mr. Brog to serve on
the committee due to his legal background, extensive contacts and longtime
experience with the Company.





4


The
Committee will consider as potential director nominee candidates recommended by
various sources, including the Chief Executive Officer, any member of the Board
or any qualifying stockholder of the Company, as discussed below.  The
Nominating and Corporate Governance Committee identifies nominees by first
evaluating the current members of the Board willing to continue in
service.  Current members with qualifications and skills that are
consistent with the Nominating and Corporate Governance Committee’s criteria for
Board service are re-nominated.  The Committee then, as and to the
extent it deems advisable, seeks to identify potential director nominees to fill
any vacancies.  The Nominating and Corporate Governance Committee may
seek input from members of the Board and senior management in connection with
this search as well as hire a search firm if deemed appropriate by the
Nominating and Corporate Governance Committee.  Potential director
nominees will be initially reviewed by the Chairman of the Nominating and
Corporate Governance Committee, or in the Chairman’s absence, any member of the
Nominating and Corporate Governance Committee delegated to initially review
director candidates.  The reviewing Nominating and Corporate
Governance Committee member will then make an initial determination in his or
her own independent business judgment as to the qualification and fit of such
director candidate(s) based on the criteria set forth below.  If the
reviewing Nominating and Corporate Governance Committee member determines that
it is appropriate to proceed, the Chief Executive Officer and at least one
member of the Nominating and Corporate Governance Committee will interview the
prospective director candidate(s) (the full Nominating and Corporate Governance
Committee may, in its discretion, conduct interviews as schedules
permit).




There are
no specific minimum qualifications for persons nominated to the Board; however,
as stated in the Company’s corporate governance guidelines, the factors to be
considered in nominating candidates for Board membership include, but are not
limited to:




•    the
candidate’s ability and willingness to commit adequate time to Board and
committee matters;





•    the
fit of the candidate’s skills and personality with those of other directors and
potential directors in building a Board that is effective, collegial and
responsive to the needs of the Company;





•    the
candidate’s personal and professional integrity, ethics and values;





•    the
candidate’s experience in corporate management, such as serving as an officer or
former officer of a publicly held company;





•    the
candidate’s experience in the Company’s industry and with relevant social policy
concerns;





•    the
candidate’s experience as a board member of another publicly held
company;





•    whether
the candidate would be “independent” under applicable standards;





•    whether
the candidate has practical and mature business judgment; and





•    the
candidate’s academic expertise in an area of the Company’s
operations.





The
Company’s Bylaws set forth certain requirements for stockholders wishing to
nominate director candidates directly for consideration by the stockholders. See
“Voting Rights and Outstanding Shares - Procedures for Stockholder Nominations”
above.





Stockholder
Communications with the Board





Stockholders
may communicate with our Board members by written mail addressed to the Chairman
of the Board, care of Chief Executive Officer, Peerless Systems Corporation,
2361 Rosecrans Avenue, Suite 440, El Segundo, CA 90245. Stockholders are
encouraged to include proof of ownership of the Company’s stock in such
communications.  The Chief Executive Officer will forward all
communications to the Chairman of the Board.





5


DIRECTOR
COMPENSATION





The
following table sets forth the compensation paid to our non-employee directors
for their services in fiscal 2010.




Name
              
              Fees
      Earned
                or Paid
                in Cash
                ($)
              
              
              Option
      Awards
                ($)(1)
              
              
              All
      Other Compensation
                ($)
              
              
              Total
                ($)Timothy
      E. Brog
              
              
              302,525(2)
              
              
              
              131,500
              
              
              
              106,200(6)
              
              
              
              540,225Steven
      M. Bathgate
              
              
              74,774
              
              
              
              19,500
              
              
              
              28,238(4)(7)
              
              
              
              122,512Jeffrey
      A. Hammer
              
              
              82,774
              
              
              
              19,500
              
              
              
              19,500(4)
              
              
              
              121,774Gregory
      Bylinsky
              
              
              35,921
              
              
              
              58,500
              
              
              
              —
              
              
              
              94,421Jefferson
      Gramm
              
              
              35,921
              
              
              
              58,500
              
              
              
              —
              
              
              
              94,421Simon
      P. James(3)
              
              
              57,305
              
              
              
              —
              
              
              
              23,700(5)
              
              
              
              81,005R.
      Rimmy  Malhotra(3)
              
              
              59,329
              
              
              
              —
              
              
              
              23,700(5)
              
              
              
              83,029Steven
      J. Pully(3)
              
              
              62,280
              
              
              
              —
              
              
              
              23,700(5)
              
              
              
              85,980




(1) The
amounts reflects the fair value
of such stock options awards as of the applicable grant date, computed in
accordance with Financial Accounting Standards Board’s Accounting Standards
Codification Topic 718 (“FASB ASC Topic 718”). The grant date fair value of the
stock awards is based on the fair market value of the underlying shares on the
date of grant. See Note 6 to the Company's audited financial
statements for the fiscal year ended January 31, 2010, included in the Company's
2010 Annual Report on Form 10-K, for a discussion of the relevant assumptions
used in calculating grant date fair value.





(2)
Includes a bonus of $200,000 paid on September 16, 2009 for his efforts with
respect to certain specific functions performed for the Company. Excludes a
bonus of $340,000 paid on April 27, 2010 with respect to his efforts relating to
the Company’s investment in Highbury Finanical, Inc.





(3) Messrs.
James, Malhotra and Pully did not stand for election as directors at the
Company’s 2009 annual meeting of stockholders.  Their terms ended on
June 5, 2009.  Compensation for each such person includes $25,000 and
10,000 shares of common stockgranted pursuant to the consulting agreements, dated August 6, 2009,
described below.





(4)
Represents value of restricted shares of common stock granted to such
director.





(5)
Represents value of common stock granted to such former directors pursuant to
the consulting agreements, dated August 6, 2009, described below.





(6)  Represents
the value of 20,000 restricted shares of common stock granted on June 5, 2009
and 30,000 shares of common stock granted on September 15,
2009.  Includes 10,000 shares of restricted common stock
issued to Mr. Brog which should have been issued on the date of the 2008 annual
meeting of stockholders.





(7)  I ncludes
4,481 shares of restricted common stock issued to Mr. Bathgate which should have
been issued on the date of the 2008 annual meeting of
stockholders .





Each
non-employee director of the Company receives a $35,000 yearly retainer,
$2,000 for each in-person Board meeting attended, $1,000 for each telephonic
Board meeting attended, up to $2,000 for travel to attend a meeting, and $1,000
for each in-person committee meeting attended and $500 for each telephonic
committee meeting attended.  The Chairman of the Board receives an
additional yearly retainer of $15,000. The Chairman of the Audit Committee and
members of the Audit Committee each receive additional yearly retainers of
$10,000 and $5,000, respectively, for their committee service. The Chairman of
the Compensation Committee and Chairman of the Nominating and Corporate
Governance Committee each receive yearly retainers of $5,000 for their committee
service.  From time to time, the Board may grant bonuses to its
members for specific functions and responsibilities that fall outside the
traditional responsibilities of a director.





6


All
directors are reimbursed for expenses incurred in connection with service on the
Board and committees.  Following the termination of their service with
the Company, the Company entered into consulting agreements, dated August 6,
2009, with each of Messrs. James, Malhotra and Pully.  Pursuant to
these agreements, each of these directors agreed to provide consulting services
to the Company for a one year period and received $25,000 in cash and 10,000
shares of common stock.




Pursuant
to our 2005 Plan, each non-employee director automatically receives options to
purchase 30,000 shares of our Common Stock in connection with his
initial election to the Board and automatically receives options to
purchase 10,000 shares of our Common Stock on the date of each annual
stockholder meeting at which he is re-elected.  Options for
non-employee directors generally vest at a rate of 25% on the first anniversary
of the date of grant and1/36th of the shares subject to the
option vest each month thereafter for the following three years at an exercise
price equal to fair market value on the date of grant.  Each director
automatically receives 10,000 restricted shares of our Common Stock on the date
of each annual stockholder meeting at which he is re-elected in addition to the
automatic grant of options to purchase 10,000 shares of our Common
Stock.  On June 5, 2009, the date of our 2009 annual meeting, each of
Messrs Brog, Bathgate and Hammer were granted options to purchase 10,000 shares
of Common Stock with an exercise price of $1.95 per share and 10,000, 14,481 and
10,000 restricted shares of Common Stock.  Mr. Brog was also issued
10,000 restricted shares of Common Stock which should have been issued on the
date of the 2008 annual meeting of stockholders. On the same date, Messrs.
Bylinsky and Gramm were granted options to purchase 30,000 shares of Common
Stock, with an exercise price of $1.95 per share.  Mr. Brog was
also granted options to purchase 50,000 shares of Common Stock with an exercise
price of $2.24 on September 15, 2009.








EXECUTIVE
OFFICERS





The
following sets forth information with respect to the Company’s executive
officers as of May 19, 2010.





Name
              
              Age
              
              PositionWilliam
      R. Neil
              
              60
              
              Chief
      Financial Officer and Acting Chief Executive OfficerEdward
      M. Gaughan
              
              41
              
              President





No
officer has any arrangement or understanding with any other person(s) pursuant
to which he was selected as an officer. The biographies below contain the term
that each executive officer has served in such capacity.





William R. Neil has served as
our Chief Financial Officer since June 2008 and was appointed Acting Chief
Executive Officer September 2008. From June 2006 to June
2008,  Mr. Neil served as an advisor to the Company’s Vice President
of Finance and to the President. Prior to serving as advisor, Mr. Neil was the
Vice President of Finance and Chief Financial Officer of the Company from August
2000 to June 2006 and assumed the office of Secretary from June 2004 through
June 2005. In this capacity, he oversaw and directed all financial planning,
reporting, accounting and audit activities. He also managed the Contract
Manufacturing, Information Technology and Human Resources departments. From
February 1998 to July 2000, Mr. Neil served as our Corporate Controller. From
September 1996 through July 1997, Mr. Neil served as Vice President and Chief
Financial Officer for Interactive Medical Technologies, Ltd., a provider of
non-radioactive diagnostic products and laboratory analysis for studying the
effects of experimental drugs and surgical procedures on regional blood flow.
Prior to that time, he served as Senior Vice President and Chief Financial
Officer for Perceptronics, Inc., a developer of training and simulation devices,
artificial intelligence command and control programs for the Department of
Defense, and Vice President and Chief Financial Officer for Clifford
Electronics, Inc., a manufacturer and distributor of auto alarm systems. Mr.
Neil obtained his certification as a public accountant in the State of
California during his tenure at Arthur Andersen & Co. Mr. Neil received
a B.S. from California State University, Northridge.  The
Board believes that Mr. Neil’s long history with the Company and extensive
financial experience position him well to serve as Chief Financial Officer and
Interim Chief Executive Officer of the Company.





7


Edward M. Gaughan has served
as our President since December 2008. Prior to December 2008 Mr. Gaughan served
Vice President of Sales and Marketing since August 2005, and has been Vice
President, Sales & Special Assistant to the CEO since June 2004. Between
June 2002 and May 2004, Mr. Gaughan was Co-Founder and Vice President of Impact
Marketing, Inc., a consulting company for channel program development and
business development. He was responsible for providing sales, marketing and new
business development strategies to office solutions providers. Also, beginning
in June 2002, Mr. Gaughan provided consulting services to the Company as an
independent contractor, assisting with product and corporate positioning,
collateral and sales tool development and delivery of Web-based training. From
December 2000 to May 2002, he served as Vice President of Sales and Business
Development at T/R Systems, Inc., a Nasdaq listed company that develops
solutions for the management and production of digital documents. There, he
managed and developed OEM account managers and the field sales team, including
product positioning and implementing strategies to generate new business. From
January 1994 until December 2000, he worked for Electronics for Imaging, Inc., a
Nasdaq digital imaging and print management company, most recently serving as
Director of Sales and Product Marketing.  The Board believes that Mr.
Gaughan’s extensive sale experience and client relationships are valuable to the
Company.





SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section
16(a) of the Exchange Act requires the directors and executive officers, and
persons who own more than ten percent of a registered class of the Company’s
equity securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company registered pursuant to Section 12 of the Exchange Act. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. The information contained in this paragraph regarding compliance with
Section 16(a) is based solely on a review of the copies of such reports filed
with the SEC and signed statements provided to the Company by the executive
officers, directors and 10% stockholders.  The Form 4 filed by Mr.
Brog with respect to options received on September 15, 2009 was inadvertently
filed on October 2, 2010. The Company otherwise believes that, during the fiscal
year ended January 31, 2010, all of the executive officers, directors and 10%
stockholders timely complied with all applicable Section 16(a) filing
requirements.





CODE
OF BUSINESS CONDUCT AND ETHICS





The
Company has adopted a Code of Business Conduct and Ethics that applies to the
Company’s officers, directors and employees. Our Code of Business Conduct and
Ethics, as applied to our Chief Executive Officer, senior financial officers,
principal accounting officer, controller and other senior financial officers, if
any, is intended to comply with the requirements of Section 406 of the
Sarbanes-Oxley Act. A copy of our Code of Business Conduct and Ethics is
available on the Company’s website atwww.peerless.com.  In addition, a copy of the Code
of Business Conduct and Ethics will be provided without charge upon request to
the Company. The Company intends to timely disclose any amendments to or waivers
of certain provisions of our Code of Business Conduct and Ethics applicable to
our Chief Executive Officer, senior financial officers, principal accounting
officer, controller and other senior financial officers, if any, on our website
atwww.peerless.com within
four business days or as otherwise required by the SEC or Nasdaq.




8


Item 11.
Executive Compensation




EXECUTIVE
COMPENSATION


Summary Compensation Table





The table
below summarizes the total compensation paid or earned by each of the following
officers (the “Named Executive Officers”) for the fiscal year ended January 31,
2010.





Name and
                    Principal Position
                  
                  
                  
                  Salary
                    ($)
                  
                  
                  Bonus
                    ($)
                  
                  
                  Stock
                    Awards
                    ($)
                  
                  
                  Option
                    Awards
                    ($)
                  
                  
                  Non-Equity
                    Incentive
                    Plan
                    Compensation
                    ($)
                  
                  
                  Change in
                    Pension
                    Value and
                    Nonqualified
                    Deferred
                    Compensation
                    Earnings
                    ($)
                  
                  
                  All Other
                    Compen-
                    sation
                    ($)(1)
                  
                  
                  Total ($)William
      R. Neil
                  
                  2010
                  
                  
                  225,000
                  
                  
                  30,000
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  
                  14,856
                  
                  
                  
                  269,856Chief
      Financial Officer and Acting Chief Executive Officer
                  
                  2009
                  
                  
                  117,404
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  9,815
                  
                  
                  
                  127,219Edward
      M. Gaughan
                  
                  2010
                  
                  
                  200,000
                  
                  
                  
                  104,315
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  13,189
                  
                  
                  
                  317,504President
      and Vice President, Sales
                  
                  2009
                  
                  
                  200,000
                  
                  
                  
                  105,000
                  
                  
                  
                  —
                  
                  
                  
                  19,649
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  85,596
                  
                  
                  
                  410,245





(1)
            Certain
      of the Company's executive officers receive personal benefits in addition
      to salary and cash bonuses, including, but not limited to, accrued health
      insurance, non-qualified stock option exercise, and paid
      vacation.






The
amount shown in column (i) for "All Other Compensation" in the above table
consists of the following:




Year
                            
                            Mr.
      Neil
                            
                            
                            Mr.
      GaughanEmployer
      401K Contribution
                            
                            2010
                            
                            
                            2,000
                            
                            
                            
                            2,0002009
                            
                            
                            —
                            
                            
                            
                            —Commissions
                            
                            2010
                            
                            
                            —
                            
                            
                            
                            26,8152009
                            
                            
                            —
                            
                            
                            
                            85,596Paid
      Vacation
                            
                            2010
                            
                            
                            —
                            
                            
                            
                            —2009
                            
                            
                            —
                            
                            
                            
                            —Commuting
      Expense
                            
                            2010
                            
                            
                            12,856
                            
                            
                            
                            —2009
                            
                            
                            9,815
                            
                            
                            
                            —Total
                            
                            2010
                            
                            
                            14,856
                            
                            
                            
                            28,8152009
                            
                            
                            9,815
                            
                            
                            
                            85,596





Narrative
to Summary Compensation Table





Employment
Agreements





Employment
Agreement with William R. Neil





William
Neil became the Company’s Chief Financial Officer effective July 12, 2008. The
parties entered into an employment agreement, dated as of May 21, 2009, which
Mr. Neil receives an annual salary of $250,000. In addition, Mr. Neil is
eligible to receive retention bonuses of a maximum aggregate amount of
$20,000 through February 1, 2011. Mr. Neil is also entitled to participate in
the Company’s medical insurance, retirement and other benefit plans and will
receive severance payments, including a lump sum payment of $25,000 and monthly
consulting payments of $2,100 for 36 months, under certain circumstances upon
termination of his employment with the Company.  Beginning on January
24, 2010, Mr. Neil reduced his schedule to 3 days per week and receives 60% of
his annual salary.





Employment
Agreements with Edward M. Gaughan





On May
11, 2010, the Company amended and restated its employment agreement with Mr.
Gaughan, its President and Vice President/Head of Sales.  Pursuant to
the amendment, Mr. Gaughan receives a salary of $200,000 per year and is
entitled to participate in the Company’s medical insurance, retirement and other
benefit plans.   He is also entitled to receive retention bonuses of
$40,000 and $100,000 if he is an employee in good standing on May 31, 2010 and
July 15, 2010, respectively.  Mr. Gaughan’s employment is at will,
provided that if the Company terminates him without Cause (as defined in the
Agreement) prior to the payment of the retention payments, the Company is
required to make such payments to him.  The $100,000 payment is
conditioned upon Mr. Gaughan’s execution and delivery of a release to the
Company.  Mr. Gaughan is also entitled to a $40,000 bonus if he meets
a performance targets with respect to a new customer agreement, as well as 20%
of the net payment to the Company pursuant to the customer agreement in excess
of the performance target.





9




The
Company was previously party to an employment agreement, dated December 10,
2008, with Mr. Gaughan. Pursuant to the agreement, Mr. Gaughan received an
annual salary of $200,000 and is entitled to participate in the Company’s
medical insurance, retirement and other benefit plans and was entitled to
receive severance payments, including a lump sum payment equal to nine months
base salary, under certain circumstances upon termination of his employment with
the Company. Mr. Gaughan was entitled to retention bonuses of $17,500, $10,000,
$25,000 and $40,000 if he remained an employee of the Company in good standing
as of January 31, 2009, March 31, 2009 August 31, 2009 and May 31, 2010,
respectively. All of such bonuses were paid on the applicable dates. 
The agreement also provided for a performance achievement bonus of $25,000 on
August 31, 2009 if Mr. Gaughan was an employee in good standing and revenue from
operations for the six months ending January 31, 2009 exceeded $4.5 million, and
another performance achievement bonus of $12,500 upon the Company’s receipt of
$2 million in escrowed funds from the KMC transaction. These performance
achievement bonuses were paid on August 31, 2009 and June 15, 2009,
respectively.





Finally,
if Mr. Gaughan remained employed by the Company in good standing, he was
entitled to receive incentive compensation of (i) $0.0065 per dollar of revenue
actually received by Company if the Company achieved revenue of $6.65 million or
greater in the first six months of fiscal year 2009, (ii) $0.007 per dollar of
revenue actually received by Company, if Company achieved revenue of $3.85
million or greater in the second six months of fiscal year 2009, and(iii) incentive compensation
of 5% and 10% of all amounts actually received by the Company on new business
revenue (less costs) generated by Mr. Gaughan from a new division of an existing
customer and new business revenue, respectively. Mr. Gaughan did not receive any
such incentive compensation as the revenue targets were not met.





Indemnification
Agreements





In
addition, the Company has entered into indemnification agreements with its
executive officers that may require the Company to indemnify such officers
against liabilities that may arise by reason of the officers’ status or
service.





Employee
Benefit Plans





The
purpose of the 2005 Plan is to provide additional incentive for directors, key
employees and consultants to further the growth, development and financial
success of the Company and its subsidiaries by personally benefiting through the
ownership of the Company's Common Stock, or other rights which recognize
such growth, development and financial success. The 2005 Plan is administered by
the Compensation Committee. The 2005 Plan provides that the administrator may
grant or issue stock options, stock appreciation rights, restricted stock,
restricted stock units, deferred stock, dividend equivalents, performance awards
and stock payments, or any combination thereof. Awards granted under the 2005
Plan generally may not be transferred other than by will or the laws of descent
and distribution or, subject to the consent of the administrator of the 2005
Plan, pursuant to a domestic relations order. The applicable award agreement
will contain the period during which the right to exercise the award in whole or
in part vests. At any time after the grant of an award, the administrator may
accelerate the period during which the award vests. Generally, an option may
only be exercised while the grantee remains our employee, director or consultant
or for a specified period of time following the participant's termination of
employment, directorship or the consulting relationship.  During the
year ended January 31, 2010, 36,750 shares were issued upon the exercise of
options by employees or consultants and 155,000 options to acquire common stock
were granted to employees and directors.




Risks
Arising from Employee Compensation Policies





The
Company does not believe that there are any material risks arising from the
Company’s compensation policies and practices for its employees.




10




Outstanding
Equity Awards at Fiscal Year-End





The
following table sets forth certain information regarding equity-based awards
held by each of the Named Executive Officers as of January 31,
2010.




Name
                
                Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
                
                
                Number
      of Securities Underlying Options (#) Unexercisable
                
                
                Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options (#)
                
                
                Option
      Exercise Price ($)
                
                
                Option
      Expiration DateWilliam
      R. Neil
                
                
                100,000
                  3,750
                  57,800
                  20,000
                  75,000
                
                
                
                —
                  —
                  —
                  —
                  —
                  —
                
                
                
                —
                  —
                  —
                  —
                  —
                  —
                
                
                
                1.625
                  1.344
                  0.60
                  1.22
                  1.33
                
                
                8/4/2010
                  8/22/2010
                  4/11/2011
                  3/20/2012
                  9/30/2014Edward
      M. Gaughan
                
                
                86,000
                  7,500
                  17,500
                
                
                
                —
                  7,500
                  17,500
                
                
                
                —
                  7,500
                  17,500
                
                
                
                1.28
                  2.43
                  2.34
                
                
                6/1/2014
                  2/12/2017
                  4/9/2017




Option
Exercises and Stock Vested





There
were no exercises of stock options or stock awards vested for the Company’s
Named Executive Officers during fiscal 2010.





Potential
Payments Upon Termination Or Change In Control





The
potential payments upon termination or change in control are governed by the
Named Executive Officers' employment agreements.  The 2005 Plan
generally provides that awards are exercisable only while the holder is an
employee, consultant or independent director, provided however that the
Compensation Committee, in its sole discretion, may provide for the award to be
exercisable for a period of time following termination.  Until May 11,
2010, the Company was party to a change in control severance agreement with Mr.
Gaughan, described below.




Potential
Payments for Mr. Gaughan





Under his
amended and restated employment agreement, dated May 11, 2010, Mr. Gaughan is
entitled to a payment of $140,000 if he is terminated without Cause (as defined
in his employment agreement) on or before July 15, 2010.  From and
after July 15, 2010, Mr. Gaughan’s employment is at will and he is not entitled
to any payments upon termination or change in control.





The
Company was party to a change in control severance agreement with Mr. Gaughan
which terminated in connection with the amendment of Mr. Gaughan’s employment
contract on May 11, 2010. The change in control severance agreement provided Mr.
Gaughan  (the “executive”) with enhanced benefits in the case of a
change in control if: (i) the executive was terminated within
18 months following the change in control, other than for "cause" (as
defined), or  the executive terminated his employment for "good reason" (as
defined) within 18 months following the change in control or (ii) such
change in control was consummated (A) with a party with whom the Company
has entered into a non-disclosure agreement for the purpose of consummating a
change in control transaction while the executive was employed by the Company
and (B) within one (1) year following the termination of the
executive’s employment by the Company without "cause" (as defined). Upon such
events, the executive was entitled to severance compensation and benefits,
including those set forth below.





·    A
lump sum payment equal to one times base salary.





11


·    A
lump sum payment equal to one times bonus at expected value.





·    Full
vesting of unvested stock options.





·    Continued
medical and dental insurance benefits substantially similar to those provided to
the executive and his eligible family members for one year.





As used
in the change in control severance agreement, "cause" means:





·    willful
and continued failure by the executive to perform his duties (other than due to
incapacity due to physical or mental illness or disability);





·   willful
commission of an act of fraud or dishonesty resulting in economic or financial
injury to the Company;




·    conviction
of, or entry by the executive of a guilty or no contest plea to, the commission
of a felony or a crime involving moral turpitude;





·    willful
breach by the executive of his fiduciary duty to the Company which results in
economic or other injury to the Company; or





·    willful
and material breach of the executive's confidentiality and non-solicitation
covenants.





The
Company was required to provide written notice to the executive of its
determination that "cause" exists and give the executive an opportunity to cure
such cause and to have the matter heard by the Board.





As used
in the change in control severance agreement, "good reason" means:





·    the
assignment to the executive of any duties materially inconsistent with the
executive's position, authority, duties and responsibilities;





·    reduction
in the executive's salary or targeted bonus opportunity;





·    relocation
of the Company's offices to more than 30 miles from the prior
location;





·    the
Company's failure to obtain a satisfactory agreement from any successor to
assume and agree to perform the agreement; or





·    the
Company's failure to cure a material breach of its obligations under the
agreement.





Under the
change in control severance agreement, a "change in control" means:





·    the
acquisition by any person of 50% of more of the combined voting power of the
Company's then outstanding securities;





·    a
change, during any period of two consecutive years, in a majority or more of the
Board, if the new members have not been approved by at least two-thirds of the
incumbent Board;





·   the
consummation by the Company of a merger, consolidation, reorganization or
business combination of the Company, a sale of all or substantially all of the
Company's assets or the acquisition of assets or stock of another entity, in
each case other than a transaction in which the voting securities of the Company
immediately prior thereto continue to represent at least 50% of the combined
voting power of the outstanding securities of the surviving entity;
or





·    a
liquidation or dissolution of the Company.





If any
payment or distribution to or for the benefit of the executive (whether paid or
payable or distributed or distributable) pursuant to the terms of the agreements
or otherwise would constitute a “parachute payment” within the meaning of
Section 280G of the Internal Revenue Code the payments would have been be
reduced to the extent necessary so that no portion of the payments are subject
to an excise tax, but only if, by reason of such reduction, the net after-tax
benefit to the executive exceeds the net after-tax benefit to the executive if
no reduction was made.




12


Pursuant
to the 2005 Plan, in the event of a change in control, each outstanding award
shall be assumed or an equivalent award substituted by the successor corporation
or a parent or subsidiary of the successor corporation. If the successor
corporation refused to assume or substitute for the award, the Committee can
cause any or all of such awards to become fully exercisable immediately prior to
the consummation of the transaction. If the Committee caused the awards to
become fully vested, such awards are exercisable for 15 days from such notice
and will terminate upon the expiration of the 15-day period.




The
following table shows the potential payments upon termination or a change in
control of the Company for the current Named Executive Officers assuming their
employment was terminated on January 31, 2010, and assuming that the change in
control occurred at January 31, 2010.  These disclosed amounts are
estimates only and do not necessarily reflect the actual amounts that would be
paid to the Named Executive Officers, which would only be known at the time they
become eligible for such payments.





Name
              
              Termination
                With
      Cause
                (1)
      ($)
              
              
              Termination
      Without
                Cause
                (1)
      (2) ($)
              
              
              Change
      in
                Control
                ($)
              
              
              Death
                (1)
      ($)
              
              
              Disability
                (1)
      ($)William
      R. Neil
              
              
              12,842
              
              
              
              129,672
              
              
              
              129,672
              
              
              
              129,672
              
              
              
              129,672Edward
      M. Gaughan
              
              
              62,017
              
              
              
              227,287
              
              
              
              62,017
              
              
              
              227,287
              
              
              
              62,017





(1)
            Excludes
      the value of vested options and accelerated unvested options as of January
      31, 2010, calculated by multiplying the number of underlying vested
      options and accelerated unvested options by the difference between the
      exercise price and the closing price of one share of  common
      stock on January 31, 2010 ($2.56).





(2)
            Mr.
      Gaughan’s employment agreement was amended and restated on May 11, 2010.
      Under the amended agreement, he is entitled to a payment of $140,000 if
      his employment is terminated without cause prior to July 15,
      2010.  He is not entitled to any other termination or change in
      control payment.





Name
              
              Aggregate
                Vested Value
                ($)
              
              
              Aggregate
                Accelerated
                Unvested Value
                (Change in
                Control)
                ($)William
      R. Neil
              
              
              327,120
              
              
              
              —Edward
      M. Gaughan
              
              
              114,905
              
              
              
              119,730




The
table below reflects the estimate of the payments and benefits that each current
Named Executive Officer would receive assuming such Named Executive Officer's
employment was terminated without "cause" on January 31, 2010. These disclosed
amounts are estimates only and do not necessarily reflect the actual amounts
that would be paid to the Named Executive Officers, which would only be known at
the time they become eligible for such payments.




Name
              
              Base
                Salary
                ($)
              
              
              Bonus
                ($)
              
              
              Vacation Payout
                ($)
              
              
              Other
                ($)
              
              
              Medical Benefits
      Continuation
                ($)William
      R. Neil
              
              
              2,596
              
              
              
              —
              
              
              
              10,943
              
              
              
              —
              
              
              
              16,230Edward
      M. Gaughan (1)
              
              
              3,846
              
              
              
              —
              
              
              
              58,171
              
              
              
              —
              
              
              
              15,270




(1)
            Mr.
      Gaughan’s employment agreement was amended and restated on May 11, 2010.
      Under the amended agreement, he is entitled to a payment of $140,000 if
      his employment is terminated without cause prior to July 15,
      2010.  His change in control agreement was terminated as of such
      date, and he is not entitled to any other termination or change in control
      payment.




Compensation
Committee Interlocks and Insider Participation
 
 The
Compensation Committee currently consists of Messrs. Bathgate, Gramm and Hammer
(Chair).  From January 1, 2009 until June 5, 2009, the Committee
consisted of Steven Bathgate, Rimmy Malhotra, Steven Pully and Jeffrey Hammer
(Chair). No person who was a member of the Compensation Committee during fiscal
2010 served as one of the Company’s officers or employees while he was on the
committee. None of the executive officers serves as a member of the board of
directors or compensation committee of any other company that has one or more
executive officers serving as a member of our Board or Compensation
Committee.




13


Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information regarding the ownership of our
Common Stock as of May 19, 2010 by: (i) each director; (ii) each of the Named
Executive Officers (as defined in the Summary Compensation Table in Item 11
herein); (iii) all executive officers, directors of the Company as a group; and
(iv) all those known by the Company to be beneficial owners of more than five
percent of the outstanding Common Stock.





Name
      and Address of Beneficial Owner
                                                                Shares of
                                                                  Common
                                                                  Stock
                                                                Right to
                                                                  Acquire
                                                                  Beneficial
                                                                  Ownership
                                                                  Within 60
                                                                  Days
                                                                Total
                                                                Percent of
                                                                  TotalDirectors
      andNamed
      Executive OfficersSteven
      M. Bathgate(1)
                                                                437,481
                                                                20,106
                                                                457,587
                                                                2.9%Timothy
      E. Brog (4)
                                                                203,700
                                                                109,988
                                                                313,688
                                                                1.9%Gregory
      Bylinsky(2)
                                                                3,599,320
                                                                16,250
                                                                3,615,570
                                                                22.5%Edward
      M. Gaughan
                                                                —
                                                                123,500
                                                                123,500
                                                                *Jefferson
      Gramm(2)
                                                                3,599,320
                                                                16,250
                                                                3,615,570
                                                                22.5%Jeffrey
      A. Hammer(5)
                                                                20,000
                                                                17,083
                                                                37,083
                                                                *William
      R. Neil
                                                                —
                                                                256,550
                                                                256,550
                                                                1.6%All
      directors and executive officers as a group(7
      persons)(1)(2)(4)(5)
                                                                4,260,501
                                                                543,477
                                                                4,803,978
                                                                29.0%5%
      Beneficial HoldersBandera
      Partners (2)
                                                                  26
      Broadway, Suite 1607
                                                                  New
      York, New York 10004
                                                                3,599,320
                                                                16,250,
                                                                3,615,
      570
                                                                22.5
                                                                %Renaissance
      Technologies, LLC (3)
                                                                  800
      Third Avenue
                                                                  New
      York, NY 10022
                                                                880,700
                                                                —
                                                                880,700
                                                                5.5
                                                                %





*      Represents
beneficial ownership of less than 1%.




This
table is based upon information supplied to the Company by officers, directors
and Schedules 13D and 13G and Forms 3, 4 and 5 if any, filed by principal
stockholders with the SEC. Unless otherwise indicated in the footnotes to this
table and subject to community property laws, where applicable, we believe that
each of the stockholders named in this table has sole voting and investment
power with respect to the shares indicated as beneficially owned. Applicable
percentages are based on 16,019,496 shares of Common Stock outstanding on May
19, 2010, adjusted as required by rules promulgated by the SEC. Under Rule 13d-3
of the Exchange Act, certain shares may be deemed to be beneficially owned by
more than one person (if, for example, a person shares the power to vote or the
power to dispose of the shares). In addition, under Rule 13d-3(d)(1) of the
Exchange Act, shares which the person (or group) has the right to acquire within
60 days after May 19, 2010, are deemed to be outstanding in calculating the
beneficial ownership and the percentage ownership of the person (or group) but
are not deemed to be outstanding as to any other person or group. As a result,
the percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person’s actual ownership of voting power with
respect to the number of shares of Common Stock actually outstanding at May 19,
2010. The address of each of our directors and executive officers is 2361
Rosecrans Avenue, Suite 440, El Segundo, CA 90245.





14


(1) 
Includes 300,000 shares held by Mr. Bathgate’s wife, 40,000 shares held by
Bathgate Family Partnership Ltd., and 43,000 shares held by Mr. Bathgate’s adult
children residing with him. Mr. Bathgate disclaims beneficial ownership of these
shares.  Includes 14,481 shares of restricted stock.  Also
includes 20,106 options to acquire common stock that will vest within 60 days of
May 19, 2010.




(2)  Based
on a Schedule 13D filed by Bandera Partners on May 5, 2009, Bandera Master Fund
L.P. owns 3,599,320 shares of common stock. Bandera Partners, the investment
manager of Bandera Master Fund and Gregory Bylinsky and Jefferson Gramm,
Managing Partners, Managing Directors and Portfolio Managers of Bandera
Partners, may be deemed to beneficially own such shares.  Includes
8,125 options to acquire common stock granted to each of Messrs. Gramm and
Bylinsky which vest within 60 days of May 19, 2010.





(3)   Based
upon a Schedule 13G/A filed on February 12, 2010, Renaissance Technologies, LLC
and James Simons report that they own 880,700 shares.





(4)  Includes
20,000 shares of restricted stock.  Also includes 109,188 options to
acquire common stock that will vest within 60 days of May 19, 2010.





(5)  Includes
10,000 shares of restricted stock.  Also includes 17,083 options to
acquire common stock that will vest within 60 days of May 19, 2010.





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
  The
following table sets forth the securities authorized for issuance under the
Company’s Equity Compensation Plans as of January 31,
2010.


Plan category
                          
                          Number of securities to be issued
                            upon exerciseof outstanding options,
                            warrants and rights
                          
                          
                          Weighted-average exercise price of
                            outstanding options, warrants and
                            rights
                          
                          
                          Number of securities remaining
                            available for future issuance under
                            equity compensation plans
                            (excluding securities reflected in
                            ColumnEquity
      compensation plans approved by security holders
                          
                          
                          948,000
                          
                          
                          
                          $1.93
                          
                          
                          
                          607,000Equity
      compensation plans not approved by security holders
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —Total
                          
                          
                          948,000
                          
                          
                          
                          $1.93
                          
                          
                          
                          607,000


Item 13.
Certain Relationships and Related Transactions, and Director
Independence




POLICY REGARDING
RELATED PERSON TRANSACTIONS





The Board
has adopted a written policy which requires the Audit Committee to review and
approve or ratify any transaction (a "related person transaction") in which the
Company was, or is to be, a participant and in which any director, executive
officer, nominee for director or beneficial owner of more than 5% of the
outstanding shares of Common Stock of the Company, or any immediate family
member of any such person, has a direct or indirect material interest. The
policy requires the following:





15


·    the
Audit Committee shall review any proposed agreement or arrangement relating to a
related person transaction or series of related person transactions, and any
proposed amendment to any such agreement or arrangement;





·    the
Audit Committee shall establish standards for determining whether the
transactions covered by such proposed agreement or arrangement, are on terms no
less favorable to the Company than could be obtained from an unrelated third
party ("fair to the Company");





·    the
Audit Committee shall not pre-approve, and shall make all reasonable efforts
(taking into account the cost thereof to the Company) to cancel or cause to be
renegotiated, any such agreement or arrangement which is not so determined to be
fair to the Company; and





·    the
Company shall disclose any related person transactions required to be disclosed
by the rules promulgated by the SEC, in the manner so required.





Except as
set forth herein, the Company had no related party transactions in an amount
exceeding $120,000 since February 1, 2009. The Audit Committee reviews and
approves or ratifies all related person transactions in accordance with the
procedures set forth above, as the same may be amended from time to time.
 The Company believes that all related person transactions currently are on
terms no less favorable to the Company than could be obtained from an
unaffiliated third party.





Majority
Independence of the Board





The
Company’s Bylaws require that a majority of the Company’s directors meet the
requirements for independence set forth under applicable securities laws,
including the Exchange Act, applicable rules and regulations of the SEC and
applicable rules and regulations of Nasdaq, subject to certain hardship
exceptions.  Each of Messrs. Bathgate, Bylinsky, Gramm and Hammer
is independent under the Nasdaq listing standards and applicable SEC laws, rules
and regulations, constituting a majority of the Board.  On May 27,
2010, the Nominating Committee of the Board determined that Mr. Brog is no
longer independent under the Nasdaq listing standards and applicable SEC laws,
rules and regulations.  Information regarding the independence of the
Board committees is incorporated herein by reference from Item 11
above.





Item 14.
Principal Accountant Fees and Services





FEES
PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





The fees
billed by Ernst & Young LLP, our independent registered public accountants
during or with respect to the fiscal years ended January 31, 2010 and January
31, 2009 were as follows:





Audit Fees. The aggregate
fees billed for professional services rendered totaled approximately $175,000 in
2010 and approximately $246,000 in 2009, including fees associated with the
annual audit, the reviews of documents filed with the SEC, and the reviews of
the Company’s quarterly reports on Form 10-Q.





Audit-Related Fees. The
aggregate fees billed for services rendered for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements totaled approximately $0 in 2010 and approximately $27,000
in 2009. Audit-related services principally include accounting consultations and
advisory services related to corporate governance and the Sarbanes-Oxley
Act.





Tax Fees. The aggregate fees
billed for tax compliance, tax advice and tax planning were approximately
$138,000 in 2010 and $162,000 in 2009.




All Other Fees. No other fees
were paid to the Company’s independent registered public accountants in fiscal
2010 or 2009.





The Audit
Committee has reviewed the non-audit services provided by Ernst & Young LLP
and determined that the provisions of these services during fiscal years 2010
and 2009 are compatible with maintaining Ernst & Young LLP’s
independence.





16


Pre-Approval Policy. The
Audit Committee has a pre-approval policy. Pre-approval is generally effective
for up to one year, and any pre-approval is detailed as to type of services to
be provided by the independent registered public accounting firm and the
estimated fees related to these services.  During the approval
process, the Audit Committee considers the impact of the types of services and
the related fees on the independence of the registered public accounting
firm.





During
fiscal 2009 and 2010, each new engagement of Ernst & Young LLP was approved
in advance by our Audit Committee, and none of those engagements made use of the
de minims exception to pre-approval contained in the SEC’s rules.








PART
IV





Item 15.
Exhibits and Financial Statement Schedules





Section
(c) of  Item 15 of the Form 10-K is hereby amended and restated in its
entirely as follows:





(c)Exhibits:





The following exhibits are filed
as part of, or incorporated by reference into, this Amendment:





Exhibit
                Number3.1(1)
              
              Certificate
      of Incorporation of the Company.3.2(18)
              
              Amended
      Bylaws.4.1
              
              Instruments
      defining the rights of security holders.  Reference is made to
      Exhibits 3.1 and 3.2.10.1(5)(2)
              
              1996
      Equity Incentive Plan, as amended and form of stock option agreements
      there under.10.2(6)(2)
              
              1996
      Employee Stock Purchase Plan, as amended.10.3(2)(7)
              
              Form
      of Indemnification Agreement, effective as of March 12,
      2001.10.4(3)(8)
              
              Postscript
      Software Development License and Sublicense Agreement between Adobe
      Systems Incorporated and the Company effective as of July 23,
      1999.10.5(3)(8)
              
              Master
      Technology License Agreement dated January 16, 2000 between Konica
      Corporation and Peerless Systems Corporation.10.6(8)
              
              Master
      Technology License Agreement dated April 1, 1997 between Kyocera
      Corporation and Peerless Systems Corporation.10.7(3)(8)
              
              Master
      Technology License Agreement between Oki Data Corporation and Peerless
      Systems Imaging Products, Inc.10.8(8)
              
              Master
      Technology License Agreement dated April 1, 2000 between Seiko Epson
      Corporation and Peerless Systems Imaging Products, Inc.10.9(3)(8)
              
              Nest
      Office SDK Development and Reseller Agreement Statement of Work 8 to BDA
      No.  N-A-1 between and Novell, Inc. and Peerless Systems
      Networking effective as of August 17, 1999.





17


Exhibit
                      Number10.10(3)(8)
                    
                    Amendment
      No.  1 to Nest Office SDK Development and Reseller Agreement
      Statement of Work 8 to BDA No.  N-A-1 between and Novell, Inc.
      and Peerless Systems Networking effective as of August 17,
      1999.10.11(8)
                    
                    Business
      Development Agreement by and between Novell and Auco, Inc effective as of
      September 6, 1996.10.12(9)
                    
                    Amendment
      No.  3 to Postscript Software Development Agreement by and
      between Adobe Systems Incorporated and the Company dated October 25,
      2002.10.13(3)(10)
                    
                    Amendment
      No.  4 to the Postscript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of July 31,
2003.10.14(3)(10)
                    
                    Amendment
      No.  10 to the Postscript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of July 31,
2003.10.15(3)(11)
                    
                    Amendment
      No.  5 to Licensed System Addendum No.  4 between Oki
      Data Corporation and Peerless Systems Imaging Products, Inc. dated
      February 1, 2002.10.16(3)(11)
                    
                    Amendment
      No.  8 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of September 30,
    2003.10.17(3)(11)
                    
                    Amendment
      No.  9 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of September 15,
    2003.10.18(3)(11)
                    
                    Amendment
      No.  12 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of September 22,
    2003.10.19(12)
                    
                    Amendment
      No.  5 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of December 16,
    2003.10.20(12)
                    
                    Amendment
      No.  6 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of July 31,
2002.10.21(12)
                    
                    Amendment
      No.  7 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of May 22, 2003.10.22(12)
                    
                    Amendment
      No.  11 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of February 9,
  2004.10.23(12)
                    
                    Amendment
      No.  14 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of December 16,
    2003.10.24(12)
                    
                    Amendment
      No.  15 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of January 6,
  2004.
  18
  Exhibit
                      Number10.25(13)
                    
                    Amendment
      No.  16 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of January 6,
  2004.10.26(13)
                    
                    Amendment
      No.  19 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of April 1,
2004.10.27(14)
                    
                    Amendment
      No.  17 to the Postscript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, Effective as of 15 October, 2004.10.28(13)
                    
                    Silicon
      Valley Bank Loan and Security Agreement between Silicon Valley Bank and
      Peerless Systems Corporation dated October 27,
  2004.10.29(27)
                    
                    Amendment
      No.  18 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of January 1,
  2005.10.30(15)
                    
                    Peerless
      Systems Corporation 2005 Incentive Award Plan.10.31(15)
                    
                    Amendment
      No.  23 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of January 1,
  2005.10.32(15)
                    
                    Peerless
      Systems Corporation Amended and Restated Transaction Incentive
      Plan.10.33(16)
                    
                    Amendment
      No.  22 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of October 14,
  2005.10.34(16)
                    
                    Amendment
      No.  24 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of October 14,
  2005.10.35(16)
                    
                    Amendment
      No.  26 to the PostScript Software Development License and
      Sublicense Agreement between Adobe Systems Incorporated and Peerless
      Systems Corporation, effective as of October 13,
  2005.10.36(16)
                    
                    Amendment
      No. 27 to the PostScript Software Development License and Sublicense
      Agreement between Adobe Systems Incorporated and Peerless Systems
      Corporation, effective as of November 1, 2005.10.37(28)
                    
                    Letter
      dated December 7, 2006 from Adobe Systems Incorporated to Peerless
      Systems Corporation extending the term of PostScript Software Development
      License and Sublicense Agreement.10.38(17)
                    
                    Letter
      dated June 28, 2007 from Adobe Systems Incorporated to Peerless
      Systems Corporation extending the term of the PostScript Software
      Development License and Sublicense Agreement.10.39(18)(2)
                    
                    Asset
      Purchase Agreement by and between Kyocera-Mita Corporation and Peerless
      Systems Corporation, dated as of January 9, 2008.10.40(21)
                    
                    Amendment
      No.  30 to PostScript Software Development License and
      Sublicense Agreement dated July 23, 1999, as amended.
  19
  Exhibit
                      Number10.41(23)
                    
                    Form
      of Consulting Agreements.10.42(23)
                    
                    Form
      of 2005 Incentive Award Plan Restricted Stock Award
    Agreement.10.43(24)
                    
                    Nomination
      Agreement, dated May 14, 2009, between Peerless Systems Corporation and
      Bandera Partners LLC, Bandera Master Fund L.P., Gregory Bylinsky and
      Jefferson Gramm.10.44(25)
                    
                    Employment
      Agreement between Peerless Systems Corporation and William Neil dated May
      26, 2009.10.45(26)
                    
                    Agreement,
      dated December 18, 2009, between Peerless Systems Corporation, Timothy
      Brog and Highbury Financial, Inc.21(19)
                    
                    Registrant’s
      Wholly-Owned Subsidiaries.23.1(19)
                    
                    Consent
      of Independent Registered Public Accounting Firm.24.1 (19)
                    
                    Power
      of Attorney.  Reference is made to the signature page to this
      Annual Report on Form 10-K.31.1 (22)
                    
                    Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32(22)
                    
                    Certification
      of Principal Executive Officer and Principal Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002.







(1)
            Previously
      filed in the Company’s Registration Statement on Form S-1 (File
      No.  333-09357), as amended and incorporated herein by
      reference.





(2)
            Management
      contract or compensatory plan or
arrangement.





(3)
            Subject
      to a Confidential Treatment Order.





(4)
            Previously
      filed in the Company’s Current Report on Form 8-K, filed
      October 13, 1999, and incorporated herein by
    reference.





(5)
            Previously
      filed in the Company’s Registration Statement on Form S-8 (File
      No.  333-73562), filed November 16, 2001, and incorporated
      herein by reference.





(6)
            Previously
      filed in the Company’s Registration Statement on Form S-8 (File
      No.  333-57362), filed March 21, 2001, and incorporated
      herein by reference.





(7)
            Previously
      filed in the Company’s Amendment No.  4 to its Registration
      Statement on Form S-3 (File No.  333-60284), filed
      July 27, 2001, and incorporated herein by
  reference.





(8)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2002, filed September 16, 2002, and incorporated herein by
      reference.





(9)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      October 31, 2002, filed December 16, 2002, and incorporated
      herein by reference.





(10)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2003, filed September 15, 2003, and incorporated herein by
      reference.





(11)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      October 31, 2003, filed December 15, 2003, and incorporated
      herein by reference.





20


(12)
            Previously
      filed in the Company’s 2004 Annual Report on Form 10-K filed
      April 30, 2004, and incorporated herein by
  reference.





(13)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      April 30, 2004, filed June 14, 2004, and incorporated herein by
      reference.





(14)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      October 31, 2004, filed December 15, 2004, and incorporated
      herein by reference.





(15)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2005, filed September 14, 2005, and incorporated herein by
      reference.





(16)
            Previously
      filed in the Company’s Quarterly Report for the period ended
      October 31, 2005, filed December 15, 2004, and incorporated
      herein by reference.





(17)
            Previously
      filed in the Company’s Form 8-K, filed July 11, 2007, and
      incorporated herein by reference.





(18)
            Previously
      filed in the Company’s Form 8-K, filed July 23, 2007, and
      incorporated herein by reference.





(19)
            Previously
      filed in the Company’s Form 10-K filed May3, 2010, and incorporated herein
      by reference.





(20)
            Previously
      filed in the Company’s Form 8-K, filed January 10, 2008, and
      incorporated herein by reference.





(21)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2008, filed September 18, 2008, and incorporated herein by
      reference.





(22)
            Filed
      herewith.





(23)
            Previously
      filed in the Company’s Quarterly Report for the period ended July 31,
      2009, filed September 11, 2009, and incorporated herein by
      reference.





(24)
            Previously
      filed in the Company’s Form 8-K, filed May 15, 2009, and
      incorporated herein by reference.





(25)
            Previously
      filed in the Company’s Form 8-K, filed June 1, 2009, and
      incorporated herein by reference.





(26)
            Previously
      filed in the Company’s Form 8-K, filed December 21, 2009, and
      incorporated herein by reference.





(27)
            Previously
      filed in the Company’s Form 8-K, filed June 15, 2005, and
      incorporated herein by reference.





(28)
            Previously
      filed in the Company’s Form 8-K, filed December 19, 2006, and
      incorporated herein by reference.




21


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 1st day of
June, 2009.





PEERLESS
      SYSTEMS CORPORATIONBy:
              /s/
      William R. NeilWilliam
      R. NeilChief
      Financial Officer and Acting Chief Executive
  Officer







Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.







Signature
            Title
            Date/s/
      William R. Neil
            Chief
      Financial Officer and
              Acting
      Chief Executive Officer
            June
      1, 2010William
      R. Neil
            (Principal
      Financial and Accounting Officer and Acting
              Principal
      Executive Officer)*Steven M. Bathgate
            Director
            June
      1, 2010*Timothy E. Brog
            Director
            June
      1, 2010*Gregory
      Bylinsky
            Director
            June
      1, 2010*Jefferson Gramm
            Director
            June
      1, 2010*Jeffrey A. Hammer
            Director
            June
      1, 2010




*
            By:


/s/ William R.
Neil


William
R. Neil


Attorney
In Fact