Peerless Systems Announces Receipt of Letter From Nasdaq Regarding Compliance With Requirements for Audit Committee

EL SEGUNDO, CA, Jun 06 (MARKET WIRE) --
Peerless Systems Corporation (NASDAQ: PRLS) today announced that on June 2,
2008, the Company received a letter from Nasdaq providing that (i) due to the
resignation of former audit committee member Louis Cole on May 22, 2008, the
Company was no longer in compliance with Nasdaq's three member audit committee
composition requirement under Rule 4350(d)(2)(A), and (ii) Nasdaq will provide
the Company a cure period in order to regain compliance as follows: the Company
has until the earlier of the next annual stockholders' meeting or May 22, 2009
to
regaincompliance or if the next annual stockholders' meeting is held before
November
18, 2008, then the Company must evidence compliance no later than November 18,
2008.

Assuming the Company's next annual meeting of stockholders is held on August
8, 2008 as scheduled, the Company will be required to appoint at least one
additional independent director to the Audit Committee to fill the vacancy
caused by Mr. Cole's resignation by November 18, 2008 or face possible
delisting from Nasdaq.

The Board of Directors intends to appoint one or more independent
directorsto the Audit Committee before the end of this cure period.

About Peerless Systems Corporation

Founded in 1982, Peerless Systems Corporation is a provider of imaging and
networking technologies and components to the digital document markets, which
include manufacturers of color, monochrome and multifunction office products and
digital appliances. In order to process digital text and graphics, digital
document products rely on a core set of imaging software and supporting
electronics, collectively known as an imaging controller. Peerless' broad line
of
scalable software and silicon offerings enables its customers to shorten
their time-to-market and reduce costs by offering unique solutions for multiple
products. Peerless' customer base includes companies such as Canon, IBM, Konica
Minolta, Kyocera Mita, Lenovo, OkiData, Ricoh, RISO, Seiko Epson and Xerox.
Peerless also maintains strategic partnerships with Adobe and Novell. For more
information, visit Peerless' web site at www.peerless.com.

Safe Harbor Statement Under The U.S. Private Securities Litigation Reform
Act Of
1995

Statements made by us in this press release that are not historical facts
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934.
These forward-looking statements are necessarily estimates reflecting the best
judgment of our senior management based on our current estimates, expectations,
forecasts and projections and include comments that express our current opinions
about trends and factors that may impact future operating results. Statements
that use words such as we "believe," "anticipate," "estimate," "intend,"
"could,"
"plan," "expect," "project," "predict," "forecast," "outlook," "potential,"
"continue," "may," "future," "can," "enhance," and "should," or the negative of
these, as well as similar expressions, can be used to identify
forward-looking statements. These statements are not guarantees of future
performance, rely on a number of assumptions concerning future events, many of
which are outside of our control, and involve known and unknown risks and
uncertainties that could cause our actual results, performance or achievements,
or industry results, to differ materially from any future results, performance
or
achievements,expressed or implied by such forward-looking statements. Such
risks and
uncertainties include, among other things, changing competitive and market
conditions, our reliance on certain OEM customers for significant portions of
our
revenues, the sufficiency of our capital resources, any adverse change in our
relationship with Adobe Systems Incorporated and/or Novell, Inc, increased
competition both from in-house OEM products and low cost offshore competitors,
the impact of Microsoft's Vista(TM) operating system, reduced demand for our
existing monochrome technologies or other products, the rapid changes taking
place
in the emerging color print devices markets, our ability to realize contract
backlog, our ability to identify new customers or place our technology in a
broader base of products, our ability to leverage core competencies and find
product segments that blend well with our core business, our ability to
successfully enter new software application sectors, our ability to maintain our
profit objectives and create compelling margins, the tenure of the
competitive advantage of our old and new technologies, our reliance on block
licensing, our ability to develop and market our advanced devices and
software, the validity and protection of our intellectual property rights,
risks associated with international business activities, our reliance on key
personnel and our board of directors and our ability to execute our business
plan and strategic partnering transactions.

The above risks, and others, are described in further detail in our
reportsfiled with the Securities and Exchange Commission, including, but not
limited
to, those described under "Item 1A. Risk Factors" in our most recent Annual
Report on Form 10-K for the fiscal year ended January 31, 2008, filed on May
12, 2008.

Current and prospective stockholders are urged not to place undue reliance
on
forward-looking statements, which speak only as of the date hereof. We are
under no obligation, and expressly disclaim any obligation, to update or alter
any forward-looking statements, whether as a result of new information,
future events or otherwise. All forward-looking statements contained herein are
qualified in their entirety by the foregoing cautionary statements.

Contacts:
Peerless Systems Corporation:
John Rigali
Chief Financial Officer
(310) 297-3146

Investor Contact:
Geoff High
Pfeiffer High Investor Relations, Inc.
(303) 393-7044

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