SC 13G 1 sch13g.htm SCHEDULE 13G sch13g.htm

 
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
Peerless Systems Corporation

(Name of Issuer)
 
Common stock, par value $0.001 per share

(Title of Class of Securities)
 
705536100

(CUSIP Number)
 
February 11, 2014

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
£
Rule 13d-1(b)
 
 
£
Rule 13d-1(c)
 
 
S
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)
 

 
1

 



CUSIP No. 705536100
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Karim Maher Abadir
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  S        (b)  £
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Arab Republic of Egypt
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
 
0
 
6.
SHARED VOTING POWER
 
 
145,000 ordinary shares
 
7.
SOLE DISPOSITIVE POWER
 
 
0
 
8.
SHARED DISPOSITIVE POWER
 
 
145,000 ordinary shares
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
145,000 ordinary shares*
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12.
TYPE OF REPORTING PERSON
IN

 
* See explanatory note included in Item 4.
 

 
2

 



CUSIP No. 705536100
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Daxi Tech Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  S        (b)  £
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Commonwealth of the Bahamas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
 
0
 
6.
SHARED VOTING POWER
 
 
145,000 ordinary shares
 
7.
SOLE DISPOSITIVE POWER
 
 
0
 
8.
SHARED DISPOSITIVE POWER
 
 
145,000 ordinary shares
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
145,000 ordinary shares*
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12.
TYPE OF REPORTING PERSON
CO

 
* See explanatory note included in Item 4.
 

 
3

 



CUSIP No. 705536100
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Credit Suisse Trust Limited in its capacity as trustee of The Daxi Tech Trust
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  S        (b)  £
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bailiwick of Guernsey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
 
0
 
6.
SHARED VOTING POWER
 
 
145,000 ordinary shares
 
7.
SOLE DISPOSITIVE POWER
 
 
0
 
8.
SHARED DISPOSITIVE POWER
 
 
145,000 ordinary shares
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
145,000 ordinary shares*
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
£
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12.
TYPE OF REPORTING PERSON
CO

 
* See explanatory note included in Item 4.
 

 
4

 


ITEM 1(a).
NAME OF ISSUER:
 
Peerless Systems Corporation (the "Issuer")
 
ITEM 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
 
1055 Washington Blvd., 8th floor, Stamford, CT 06901
 
ITEM 2(a).
NAME OF PERSON FILING:
 
Karim Maher Abadir
 
Daxi Tech Limited (the "Record Holder")
 
Credit Suisse Trust Limited (the "Trustee") in its capacity as trustee of The Daxi Tech Trust (the "Trust")
 
ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
 
The address of the principal business office of Karim Maher Abadir is Business School, Tanaka Building, Imperial College London, South Kensington Campus, London, United Kingdom SW7 2AZ. The address of the principal business office of the Record Holder is Helvetia Court, South Esplanade, St Peter Port, Guernsey, GY1 6LU. The address of the Trust and the Trustee is Helvetia Court, South Esplanade, St Peter Port, Guernsey, GY1 6LU.
 
ITEM 2(c)
CITIZENSHIP:
 
Karim Maher Abadir is a citizen of Egypt and resident in the United Kingdom. The place of organization of the Record Holder is the Commonwealth of the Bahamas. The place of organization of the Trustee is Guernsey.  The Trust is established under the laws of Guernsey.
 
ITEM 2(d).
TITLE OF CLASS OF SECURITIES:
 
Common stock
 
ITEM 2(e).
CUSIP NUMBER:
 
705536100
 
ITEM 3.
Not Applicable
 
ITEM 4.
OWNERSHIP:
 
 
Reporting Person
 
(a)
Amount beneficially owned:
 
(b)
Percent of class*:
 
(c)(i)
Sole power to vote or direct
the vote:
 
(c)(ii)
Shared power to vote or to direct the vote:
 
(c)(iii)
Sole power to dispose or to direct the disposition of:
 
(c)(iv)
Shared power to dispose or to direct the disposition of:
 
 
Karim Maher Abadir
145,000
5.1%
0
145,000
0
145,000
 
Daxi Tech Limited
145,000
5.1%
0
145,000
0
145,000
 
Credit Suisse Trust Limited**
145,000
5.1%
0
145,000
0
145,000

 
* Based upon 2,860,429 ordinary shares outstanding as of September 9, 2013.
 
** In its capacity as trustee of the Trust.
 
The Record Holder beneficially owns 145,000 shares of common stock of the Issuer. The Record Holder is wholly owned by the Trust, of which the Trustee acts as the trustee. Karim Maher Abadir is the settlor of the Trust. Karim Maher Abadir, the Record Holder and the Trustee in its capacity as trustee for the Trust may be deemed to be a group for the shares of common stock as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, and each member of such group may be deemed to beneficially own the ordinary shares beneficially owned by other members constituting such group. The Trustee disclaims beneficial ownership of the ordinary shares. The filing of this Schedule 13G should not be deemed an admission that the Trustee is the beneficial owner of such ordinary shares for any purpose.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
 
Not applicable
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
 
Not applicable
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
 
Not applicable
 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
 
Not applicable
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP:
 
Not applicable
 
ITEM 10.
CERTIFICATION:
 
Not applicable
 

 
5

 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 11, 2014
 
   
Karim Maher Abadir
/s/ Karim Maher Abadir            
 
Name:  Karim Maher Abadir
   
Daxi Tech Limited
By:   /s/ Christopher Mountford         
 
Name: Christopher Mountford
   
 
By:   /s/ James Bolton             
 
Name: James Bolton
   
Credit Suisse Trust Limited
Credit Suisse Trust Limited in its capacity as trustee of the Daxi Tech Trust
   
 
By:   /s/ Christopher Mountford        
 
Name: Christopher Mountford
   
 
By:   /s/ James Bolton             
 
Name: James Bolton

 

 
6

 

LIST OF EXHIBITS
 

 
Exhibit No.
Description
A
Joint Filing Agreement
   

 

 
7

 

EXHIBIT A
 
Joint Filing Agreement
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Peerless Systems Corporation, a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
[Remainder of this page has been left intentionally blank.]
 

 

 
8

 

Signature Page
 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the day of February 11, 2014.
 
Karim Maher Abadir
/s/ Karim Maher Abadir            
    
Name:  Karim Maher Abadir
   
Daxi Tech Limited
By:  /s/Christopher Mountford         
 
Name: Christopher Mountford
   
 
By:  /s/ James Bolton            
 
Name: James Bolton
   
Credit Suisse Trust Limited
Credit Suisse Trust Limited in its capacity as trustee of the Daxi Tech Trust
   
 
By:  s/ Christopher Mountford         
 
Name: Christopher Mountford
   
 
By:   /s/ James Bolton            
 
Name: James Bolton

 

 
9