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PRLS > SEC Filings for PRLS > Form 8-K on 15-Jan-2013All Recent SEC Filings

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Form 8-K for PEERLESS SYSTEMS CORP


15-Jan-2013

Change in Directors or Principal Officers, Financial Statements and Exhibit


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Company's board of directors has appointed Yi Tsai as the Company's Chief Financial Officer. Mr. Tsai's appointment became effective on January 14, 2013, upon the execution of an employment agreement between the Company and Mr. Tsai (the "Agreement").

Mr. Tsai, who is 56 years old, has served as the Company's principal financial officer under a consulting arrangement since November 7, 2012. He served as Executive Director at Nexos Capital Partners, a private equity firm, from August 2005 until the date of his appointment as the Company's Chief Financial Officer. From April to December 2011, Mr. Tsai also served as Senior Financial Advisor to C-Quest Capital. Between 1992 and 2003, Mr. Tsai held senior positions at a number of private equity and venture capital funds. Mr. Tsai began his career in public accounting, working as an auditor at Deloitte & Touche and Bell & Company, before joining Colgate-Palmolive Company as a corporate auditor. He holds a B.S. in Accounting from National Taipei University and an M.B.A. from Case Western Reserve University.

The Agreement reflects a term of one year through December 31, 2013. Under the Agreement, Mr. Tsai will be paid an annual base salary of $120,000, as well as a bonus of $9,000 upon the Company's timely filing with the U.S. Securities and Exchange Commission (the "SEC") of the Company's annual report on Form 10-K for the fiscal year ending January 31, 2013. The Company has also granted to Mr. Tsai (A) 10,000 shares of restricted stock that will vest upon the Company's timely filing with the SEC of its annual report on Form 10-K for the fiscal year ending January 31, 2014 and (B) options to acquire 10,000 shares of the Company's common stock. The exercise price of the options is $3.64 and they will vest and become exercisable on January 15, 2014.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                    Description

10.1      Employment Agreement dated January 1, 2013.


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