On May 28, 2008, the Asset Purchase Agreement, dated as of February 22, 2008, by and among Peerless Systems Corporation (the "Company"), Peerless Document Management Corporation, Prism Software Corporation ("Prism") and certain stockholders of Prism was terminated by the Company. The obligation of Peerless to complete the transactions contemplated by the agreement was subject to various closing conditions which were not satisfied. Pursuant to the terms of the agreement, the Company had the right to terminate the agreement. No termination fee is payable by the Company as a result of its termination of the agreement.
A description of the Asset Purchase Agreement and the transactions contemplated therein is set forth in the Company's Current Report on Form 8-K filed on February 27, 2008, which is incorporated herein by reference.
On May 30, 2008, the Company issued a press release announcing the termination of the Asset Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Report.
Item 9.01. Financial Statements and Exhibits.

   (d) Exhibits.

           Exhibit
           Number                       Description

            99.1     Press Release issued by Peerless on May 30, 2008.