On September 18, 2008, Peerless Systems Corporation (the "Company") issued a press release announcing second quarter earnings for the quarter ended July 31, 2008. A copy of the press release is attached as Exhibit 99.1 to this Report.

The information in this Item 2.02 and the exhibit attached hereto shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.

In light of the fact that the Company was unable to furnish the certifications of the Company's principal executive officer for the Quarterly Report on Form 10-Q for the period ended July 31, 2008, the Company has appointed William R. Neil, the Company's Chief Financial Officer, to perform the same functions as the Company's principal executive officer, including the certification of the Form 10-Q.

There is no arrangement or understanding between Mr. Neil and any executive officer or director of the Company pursuant to which he was selected as an officer. There are no family relationships among Mr. Neil and any of the Company's executive officers or directors. Further, there are no transactions involving the Company and Mr. Neil which would be reportable pursuant to Item 404(a) of Regulation S-B promulgated under the Securities Act of 1933, as amended.

(d) Exhibits.

Exhibit
Number                  Description

99.1      Press release dated September 18, 2008.