<PAGE>

   As filed with the Securities and Exchange Commission on September 14, 2000
                                                      Registration No. 333-
-------------------------------------------------------------------------------

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                                FORM S-8
                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933

                         PEREGRINE SYSTEMS, INC.
         (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                        3611 VALLEY CENTRE DRIVE
                           SAN DIEGO, CA 92130

        DELAWARE              (858) 481-5000               95-3773312
(STATE OF INCORPORATION)   (ADDRESS OF PRINCIPAL     (I.R.S. EMPLOYER
                           EXECUTIVE OFFICES)  IDENTIFICATION NUMBER)

            Loran Network Holding Corporation Inc. Share Option Plan
 Key Employee Share Option Agreement dated December 1, 1998 in favor of Leighton
         Powell for an option to purchase 250,000 Loran Class A Shares.
  Key Employee Share Option Agreement dated December 1, 1998 in favor of David
          Levy for an option to purchase 250,000 Loran Class A Shares.
 Key Employee Share Option Agreement dated December 1, 1998 in favor of Leighton
         Powell for an option to purchase 750,000 Loran Class A Shares.
  Key Employee Share Option Agreement dated December 1, 1998 in favor of David
          Levy for an option to purchase 525,000 Loran Class A Shares.
Option Agreement dated October 25, 1999 in favor of Steven Dauber for an option
                   to purchase 650,000 Loran Class B Shares.
Option Agreement dated January 18, 2000 in favor of Steven Dauber for an option
                   to purchase 100,000 Loran Class B Shares.

                             ERIC P. DELLER
                    VICE PRESIDENT AND GENERAL COUNSEL
                        3611 VALLEY CENTRE DRIVE
                          SAN DIEGO, CA 92130
                           (858) 481-5000
       (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                COPY TO:
                        DOUGLAS H. COLLOM, ESQ.
                 WILSON SONSINI GOODRICH & ROSATI, P.C.
                           650 PAGE MILL ROAD
                           PALO ALTO, CA 94304
                             (650) 493-9300

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                            PROPOSED           PROPOSED
                          MAXIMUM           MAXIMUM            MAXIMUM
                          AMOUNT            OFFERING           AGGREGATE       AMOUNT OF
TITLE OF SECURITIES        TO BE             PRICE             OFFERING      REGISTRATION
TO BE REGISTERED         REGISTERED        PER SHARE            PRICE            FEE
----------------------------------------------------- -------------------- --------------
<S>                      <C>                 <C>             <C>              <C>
Common Stock ($0.001
par value)
issuable under:
----------------------------------------------------- -------------------- --------------
Loran Network Holding
Corporation Inc. Share
Option Plan                331,323              $7.50        $2,484,922.50     $656.02 (1)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement dated
December 1, 1998 in
favor of Leighton
Powell for an option
to purchase 250,000
Loran Class A Shares.       26,869              $0.82           $22,032.58       $5.82 (2)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement dated
December 1, 1998 in
favor of David Levy
for an option to
purchase of 250,000
Loran Class A Shares.       26,869              $0.82           $22,032.58       $5.82 (2)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement dated
December 1, 1998 in
favor of Leighton
Powell for an option
to purchase 750,000
Loran Class A Shares.       80,607              $0.82           $66,097.74      $17.45 (2)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement
dated December 1, 1998
in favor of David Levy
for an option to
purchase 525,000
Loran Class A Shares.       56,425              $0.88           $49,654.00      $13.11 (3)
----------------------------------------------------- -------------------- --------------
Option Agreement dated
October 25, 1999 in
favor of Steven Dauber
for an option to
purchase 650,000
Loran Class B Shares.       69,859             $15.26        $1,066,048.34     $281.44 (4)
----------------------------------------------------- -------------------- --------------
Option Agreement dated
January 18, 2000 in
favor of Steven Dauber
for an option to
purchase 100,000
Loran Class B Shares.       10,748             $15.26          $164,014.48      $43.30 (4)
----------------------------------------------------- -------------------- --------------
TOTAL                      602,700 shares                    $3,874,802.22   $1,022.96
----------------------------------------------------- -------------------- --------------

</TABLE>

(1)      Estimated in accordance with Rule 457(h) promulgated under the
         Securities Act of 1933, as amended (the "Securities Act")solely for the
         purpose of computing the amount of the registration fee based on the
         weighted average exercise price of

<PAGE>

         $7.50 per share covering authorized but unissued shares under the Loran
         Network Holding Corporation Inc. Share Option Plan.

(2)      Estimated in accordance with Rule 457(h) promulgated under the
         Securities Act solely for the purpose of computing the amount of the
         registration fee based on the weighted average exercise price of $0.62
         per share covering authorized but unissued shares under the noted
         agreement.

(3)      Estimated in accordance with Rule 457(h) promulgated under the
         Securities Act solely for the purpose of computing the amount of the
         registration fee based on the weighted average exercise price of $0.88
         per share covering authorized but unissued shares under the noted
         agreement.

(4)      Estimated in accordance with Rule 457(h) promulgated under the
         Securities Act solely for the purpose of computing the amount of the
         registration fee based on the weighted average exercise price of $15.26
         per share covering authorized but unissued shares under the noted
         agreement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Peregrine Systems, Inc. ("Peregrine") hereby incorporates by reference
in this registration statement the following documents:

         (a)      Peregrine's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 2000 filed pursuant to Section 13 of the
                  Securities Exchange Act of 1934, or the Exchange Act.

         (b)      Peregrine's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2000 filed pursuant to Section 13 of the
                  Exchange Act.

         (c)      Peregrine's Current Report on Form 8-K/A filed on May 22, 2000
                  pursuant to Section 13 of the Exchange Act.

         (d)      Peregrine's Current Report on Form 8-K filed on June 29, 2000
                  pursuant to Section 13 of the Exchange Act.

         (e)      The description of Peregrine's Common Stock contained in its
                  Registration Statement on Form 8-A, filed March 7, 1997
                  pursuant to Section 12(g) of the Exchange Act.

         All documents subsequently filed by Peregrine pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law. Article IX of
Peregrine's Amended and Restated Certificate of Incorporation provides for the
indemnification of directors to the fullest extent permissible under Delaware
law.

         Article VI of Peregrine's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation to the
fullest extent permissible under the General Corporation Law of Delaware.

         Peregrine has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in Peregrine's

<PAGE>

Bylaws, and intends to enter into indemnification agreements with any new
directors and executive officers in the future.

         In addition, pursuant to the terms of the Acquisition Agreement for
Amalgamation by and among Peregrine, Peregrine Ottawa Nova Scotia Company
Limited, an unlimited liability company existing under the Nova Scotia Companies
Act and an indirect, wholly-owned subsidiary of Peregrine, 3791980 Canada Inc.,
a Canada Business Corporations Act Corporation, Jay A. Lefton, an individual, as
a holder of outstanding shares of capital stock of 3791980 Canada Inc., and
Loran Network Holding Corporation Inc., a Canada Business Corporations Act
Corporation ("Loran") as of August 15, 2000 (the "Acquisition Agreement"),
Peregrine has agreed to maintain in effect for two years directors and officers'
liability insurance covering those Loran persons who were covered at the time of
the signing of the Acquisition Agreement with coverage in an amount and scope at
least as favorable as that applicable to the officers and directors of Loran at
the time of the signing of the Acquisition Agreement, provided, however, that
the amount of premium to be paid for such coverage shall not exceed 125% of the
annual premium most recently paid by Loran, in which case Peregrine is only
obligated to maintain coverage at such 125% premium amount.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Peregrine pursuant to the foregoing provisions, Peregrine has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

                         EXHIBIT
                          NUMBER                DESCRIPTION
                            5.1     Opinion of Counsel as to legality
                                    of securities being registered.

                           10.33    Loran Network Holding Corporation Inc.,
                                    Share Option Plan

                           10.34    Key Employee Share Option Agreement dated
                                    December 1, 1998 in favor of Leighton Powell
                                    for an option to purchase 250,000 Loran
                                    Class A Shares.

                           10.35    Key Employee Share Option Agreement dated
                                    December 1, 1998 in favor of David Levy for
                                    an option to purchase of 250,000 Loran Class
                                    A Shares.

                           10.36    Key Employee Share Option Agreement dated
                                    December 1, 1998 in favor of Leighton Powell
                                    for an option to purchase 750,000 Loran
                                    Class A Shares.

                           10.37    Key Employee Share Option Agreement dated
                                    December 1, 1998 in favor of David Levy for
                                    an option to purchase 525,000 Loran Class A
                                    Shares.

                           10.38    Option Agreement dated October 25, 1999 in
                                    favor of Steven Dauber for an option to
                                    purchase 650,000 Loran Class B Shares.

                           10.39    Option Agreement dated January 18, 2000 in
                                    favor or Steven Dauber for an option to
                                    purchase 100,000 Loran Class B Shares.

                           23.1     Consent of Arthur Andersen LLP, Independent
                                    Public Accountants.

                           23.2     Consent of KPMG LLP, Independent Auditors.

                           23.3     Consent of Counsel (contained in Exhibit
                                    5.1).


<PAGE>

                           24.1     Power of Attorney (reference is made to the
                                    signature page of this Registration
                                    Statement).
                        -------

ITEM 9.           UNDERTAKINGS

         (a)      RULE 415 OFFERING

         Peregrine hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)      FILING INCORPORATING SUBSEQUENT EXCHANGE ACT
                  DOCUMENTS BY REFERENCE

         Peregrine hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Peregrine's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR
                  FILING OF REGISTRATION STATEMENT ON FORM S-8

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Peregrine
pursuant to the foregoing provisions, or otherwise, Peregrine has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of Peregrine in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Peregrine will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Peregrine has duly caused this registration statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on this 14th day of September, 2000.

                              PEREGRINE SYSTEMS, INC.

                              By:    /s/ DAVID A. FARLEY
                                     -------------------
                                     David A. Farley
                                     Senior Vice President, Finance
                                     and Administration and Chief
                                     Financial Officer

                           POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD T. NELSON AND ERIC P. DELLER AND
EACH ONE OF THEM, ACTING INDIVIDUALLY AND WITHOUT THE OTHER, AS HIS OR HER
ATTORNEY-IN-FACT, EACH WITH FULL POWER OF SUBSTITUTION, FOR HIM IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT ON
FORM S-8, AND TO FILE THE SAME, WITH EXHIBITS THERETO AND OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, HEREBY
RATIFYING AND CONFIRMING ALL THAT EACH OF SAID ATTORNEYS-IN-FACT, OR HIS
SUBSTITUTE OR SUBSTITUTES, MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>

         SIGNATURE                                     TITLE                                   DATE
<S>                                         <C>                                         <C>
/s/ STEPHEN P. GARDNER                      Chief Executive Officer                     September 14, 2000
------------------------------------        (Principal Executive Officer
     (Stephen P. Gardner)                   and Chairman of the Board
                                            of Directors

/s/ DAVID A. FARLEY                         Senior Vice President, Finance              September 14, 2000
------------------------------------        and Administration, Chief
     (David A. Farley)                      Financial Officer (Principal
                                            Financial Officer) and Director

/s/ JAMES M. TRAVERS                        Vice President and                          September 14, 2000
------------------------------------        Director
     (James M. Travers)

/s/ JOHN J. MOORES                          Director                                    September 14, 2000
------------------------------------
     (John J. Moores)

/s/ CHRISTOPHER A. COLE                     Director                                    September 14, 2000
------------------------------------
     (Christopher A. Cole)

/s/ CHARLES E. NOELL III                    Director                                    September 14, 2000
------------------------------------
     (Charles E. Noell III)

<PAGE>

/s/ WILLIAM D. SAVOY                        Director                                    September 14, 2000
------------------------------------
     (William D. Savoy)

/s/ NORRIS VAN DEN BERG                     Director                                    September 14, 2000
------------------------------------
     (Norris van den Berg)

/s/ THOMAS G. WATROUS, SR.                  Director                                    September 14, 2000
------------------------------------
     (Thomas G. Watrous, Sr.)

/s/ MATTHEW C. GLESS                        Vice President, Finance and                 September 14, 2000
------------------------------------        Chief Accounting Officer
     (Matthew C. Gless)                     (Principal Accounting Officer)



</TABLE>
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As filed with the Securities and Exchange Commission on September 14, 2000
                                                      Registration No. 333-
-------------------------------------------------------------------------------

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                                FORM S-8
                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933

                         PEREGRINE SYSTEMS, INC.
         (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                        3611 VALLEY CENTRE DRIVE
                           SAN DIEGO, CA 92130

        DELAWARE              (858) 481-5000               95-3773312
(STATE OF INCORPORATION)   (ADDRESS OF PRINCIPAL     (I.R.S. EMPLOYER
                           EXECUTIVE OFFICES)  IDENTIFICATION NUMBER)

            Loran Network Holding Corporation Inc. Share Option Plan
 Key Employee Share Option Agreement dated December 1, 1998 in favor of Leighton
         Powell for an option to purchase 250,000 Loran Class A Shares.
  Key Employee Share Option Agreement dated December 1, 1998 in favor of David
          Levy for an option to purchase 250,000 Loran Class A Shares.
 Key Employee Share Option Agreement dated December 1, 1998 in favor of Leighton
         Powell for an option to purchase 750,000 Loran Class A Shares.
  Key Employee Share Option Agreement dated December 1, 1998 in favor of David
          Levy for an option to purchase 525,000 Loran Class A Shares.
Option Agreement dated October 25, 1999 in favor of Steven Dauber for an option
                   to purchase 650,000 Loran Class B Shares.
Option Agreement dated January 18, 2000 in favor of Steven Dauber for an option
                   to purchase 100,000 Loran Class B Shares.

                             ERIC P. DELLER
                    VICE PRESIDENT AND GENERAL COUNSEL
                        3611 VALLEY CENTRE DRIVE
                          SAN DIEGO, CA 92130
                           (858) 481-5000
       (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                COPY TO:
                        DOUGLAS H. COLLOM, ESQ.
                 WILSON SONSINI GOODRICH & ROSATI, P.C.
                           650 PAGE MILL ROAD
                           PALO ALTO, CA 94304
                             (650) 493-9300
CALCULATION OF REGISTRATION FEE
PROPOSED           PROPOSED
                          MAXIMUM           MAXIMUM            MAXIMUM
                          AMOUNT            OFFERING           AGGREGATE       AMOUNT OF
TITLE OF SECURITIES        TO BE             PRICE             OFFERING      REGISTRATION
TO BE REGISTERED         REGISTERED        PER SHARE            PRICE            FEE
----------------------------------------------------- -------------------- --------------
Common Stock ($0.001
par value)
issuable under:
----------------------------------------------------- -------------------- --------------
Loran Network Holding
Corporation Inc. Share
Option Plan                331,323              $7.50        $2,484,922.50     $656.02 (1)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement dated
December 1, 1998 in
favor of Leighton
Powell for an option
to purchase 250,000
Loran Class A Shares.       26,869              $0.82           $22,032.58       $5.82 (2)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement dated
December 1, 1998 in
favor of David Levy
for an option to
purchase of 250,000
Loran Class A Shares.       26,869              $0.82           $22,032.58       $5.82 (2)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement dated
December 1, 1998 in
favor of Leighton
Powell for an option
to purchase 750,000
Loran Class A Shares.       80,607              $0.82           $66,097.74      $17.45 (2)
----------------------------------------------------- -------------------- --------------
Key Employee Share
Option Agreement
dated December 1, 1998
in favor of David Levy
for an option to
purchase 525,000
Loran Class A Shares.       56,425              $0.88           $49,654.00      $13.11 (3)
----------------------------------------------------- -------------------- --------------
Option Agreement dated
October 25, 1999 in
favor of Steven Dauber
for an option to
purchase 650,000
Loran Class B Shares.       69,859             $15.26        $1,066,048.34     $281.44 (4)
----------------------------------------------------- -------------------- --------------
Option Agreement dated
January 18, 2000 in
favor of Steven Dauber
for an option to
purchase 100,000
Loran Class B Shares.       10,748             $15.26          $164,014.48      $43.30 (4)
----------------------------------------------------- -------------------- --------------
TOTAL                      602,700 shares                    $3,874,802.22   $1,022.96
----------------------------------------------------- -------------------- --------------
(1)      Estimated in accordance with Rule 457(h) promulgated under the
         Securities Act of 1933, as amended (the "Securities Act")solely for the
         purpose of computing the amount of the registration fee based on the
         weighted average exercise price of
$7.50 per share covering authorized but unissued shares under the Loran
         Network Holding Corporation Inc. Share Option Plan.

(2)      Estimated in accordance with Rule 457(h) promulgated under the
         Securities Act solely for the purpose of computing the amount of the
         registration fee based on the weighted average exercise price of $0.62
         per share covering authorized but unissued shares under the noted
         agreement.

(3)      Estimated in accordance with Rule 457(h) promulgated under the
         Securities Act solely for the purpose of computing the amount of the
         registration fee based on the weighted average exercise price of $0.88
         per share covering authorized but unissued shares under the noted
         agreement.

(4)      Estimated in accordance with Rule 457(h) promulgated under the
         Securities Act solely for the purpose of computing the amount of the
         registration fee based on the weighted average exercise price of $15.26
         per share covering authorized but unissued shares under the noted
         agreement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Peregrine Systems, Inc. ("Peregrine") hereby incorporates by reference
in this registration statement the following documents:

         (a)      Peregrine's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 2000 filed pursuant to Section 13 of the
                  Securities Exchange Act of 1934, or the Exchange Act.

         (b)      Peregrine's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 2000 filed pursuant to Section 13 of the
                  Exchange Act.

         (c)      Peregrine's Current Report on Form 8-K/A filed on May 22, 2000
                  pursuant to Section 13 of the Exchange Act.

         (d)      Peregrine's Current Report on Form 8-K filed on June 29, 2000
                  pursuant to Section 13 of the Exchange Act.

         (e)      The description of Peregrine's Common Stock contained in its
                  Registration Statement on Form 8-A, filed March 7, 1997
                  pursuant to Section 12(g) of the Exchange Act.

         All documents subsequently filed by Peregrine pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by current law. Article IX of
Peregrine's Amended and Restated Certificate of Incorporation provides for the
indemnification of directors to the fullest extent permissible under Delaware
law.

         Article VI of Peregrine's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation to the
fullest extent permissible under the General Corporation Law of Delaware.

         Peregrine has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in Peregrine's
Bylaws, and intends to enter into indemnification agreements with any new
directors and executive officers in the future.

         In addition, pursuant to the terms of the Acquisition Agreement for
Amalgamation by and among Peregrine, Peregrine Ottawa Nova Scotia Company
Limited, an unlimited liability company existing under the Nova Scotia Companies
Act and an indirect, wholly-owned subsidiary of Peregrine, 3791980 Canada Inc.,
a Canada Business Corporations Act Corporation, Jay A. Lefton, an individual, as
a holder of outstanding shares of capital stock of 3791980 Canada Inc., and
Loran Network Holding Corporation Inc., a Canada Business Corporations Act
Corporation ("Loran") as of August 15, 2000 (the "Acquisition Agreement"),
Peregrine has agreed to maintain in effect for two years directors and officers'
liability insurance covering those Loran persons who were covered at the time of
the signing of the Acquisition Agreement with coverage in an amount and scope at
least as favorable as that applicable to the officers and directors of Loran at
the time of the signing of the Acquisition Agreement, provided, however, that
the amount of premium to be paid for such coverage shall not exceed 125% of the
annual premium most recently paid by Loran, in which case Peregrine is only
obligated to maintain coverage at such 125% premium amount.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Peregrine pursuant to the foregoing provisions, Peregrine has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

                         EXHIBIT
                          NUMBER                DESCRIPTION
                            5.1     Opinion of Counsel as to legality
                                    of securities being registered.

                           10.33    Loran Network Holding Corporation Inc.,
                                    Share Option Plan

                           10.34    Key Employee Share Option Agreement dated
                                    December 1, 1998 in favor of Leighton Powell
                                    for an option to purchase 250,000 Loran
                                    Class A Shares.

                           10.35    Key Employee Share Option Agreement dated
                                    December 1, 1998 in favor of David Levy for
                                    an option to purchase of 250,000 Loran Class
                                    A Shares.

                           10.36    Key Employee Share Option Agreement dated
                                    December 1, 1998 in favor of Leighton Powell
                                    for an option to purchase 750,000 Loran
                                    Class A Shares.

                           10.37    Key Employee Share Option Agreement dated
                                    December 1, 1998 in favor of David Levy for
                                    an option to purchase 525,000 Loran Class A
                                    Shares.

                           10.38    Option Agreement dated October 25, 1999 in
                                    favor of Steven Dauber for an option to
                                    purchase 650,000 Loran Class B Shares.

                           10.39    Option Agreement dated January 18, 2000 in
                                    favor or Steven Dauber for an option to
                                    purchase 100,000 Loran Class B Shares.

                           23.1     Consent of Arthur Andersen LLP, Independent
                                    Public Accountants.

                           23.2     Consent of KPMG LLP, Independent Auditors.

                           23.3     Consent of Counsel (contained in Exhibit
                                    5.1).
24.1     Power of Attorney (reference is made to the
                                    signature page of this Registration
                                    Statement).
                        -------

ITEM 9.           UNDERTAKINGS

         (a)      RULE 415 OFFERING

         Peregrine hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)      FILING INCORPORATING SUBSEQUENT EXCHANGE ACT
                  DOCUMENTS BY REFERENCE

         Peregrine hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Peregrine's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR
                  FILING OF REGISTRATION STATEMENT ON FORM S-8

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Peregrine
pursuant to the foregoing provisions, or otherwise, Peregrine has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of Peregrine in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Peregrine will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Peregrine has duly caused this registration statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on this 14th day of September, 2000.

                              PEREGRINE SYSTEMS, INC.

                              By:    /s/ DAVID A. FARLEY
                                     -------------------
                                     David A. Farley
                                     Senior Vice President, Finance
                                     and Administration and Chief
                                     Financial Officer

                           POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD T. NELSON AND ERIC P. DELLER AND
EACH ONE OF THEM, ACTING INDIVIDUALLY AND WITHOUT THE OTHER, AS HIS OR HER
ATTORNEY-IN-FACT, EACH WITH FULL POWER OF SUBSTITUTION, FOR HIM IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT ON
FORM S-8, AND TO FILE THE SAME, WITH EXHIBITS THERETO AND OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, HEREBY
RATIFYING AND CONFIRMING ALL THAT EACH OF SAID ATTORNEYS-IN-FACT, OR HIS
SUBSTITUTE OR SUBSTITUTES, MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                     TITLE                                   DATE
/s/ STEPHEN P. GARDNER                      Chief Executive Officer                     September 14, 2000
------------------------------------        (Principal Executive Officer
     (Stephen P. Gardner)                   and Chairman of the Board
                                            of Directors

/s/ DAVID A. FARLEY                         Senior Vice President, Finance              September 14, 2000
------------------------------------        and Administration, Chief
     (David A. Farley)                      Financial Officer (Principal
                                            Financial Officer) and Director

/s/ JAMES M. TRAVERS                        Vice President and                          September 14, 2000
------------------------------------        Director
     (James M. Travers)

/s/ JOHN J. MOORES                          Director                                    September 14, 2000
------------------------------------
     (John J. Moores)

/s/ CHRISTOPHER A. COLE                     Director                                    September 14, 2000
------------------------------------
     (Christopher A. Cole)

/s/ CHARLES E. NOELL III                    Director                                    September 14, 2000
------------------------------------
     (Charles E. Noell III)
/s/ WILLIAM D. SAVOY                        Director                                    September 14, 2000
------------------------------------
     (William D. Savoy)

/s/ NORRIS VAN DEN BERG                     Director                                    September 14, 2000
------------------------------------
     (Norris van den Berg)

/s/ THOMAS G. WATROUS, SR.                  Director                                    September 14, 2000
------------------------------------
     (Thomas G. Watrous, Sr.)

/s/ MATTHEW C. GLESS                        Vice President, Finance and                 September 14, 2000
------------------------------------        Chief Accounting Officer
     (Matthew C. Gless)                     (Principal Accounting Officer)