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As filed with the Securities and Exchange Commission on June 18, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ACCRUE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware 94-3238684
(State of incorporation or organization) (IRS Employer
Identification No.)
48634 Milmont Drive, Fremont, CA 94538-7353
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of If this form relates to the registration
a class of securities pursuant to Section of a class of securities pursuant to
12(b) of the Exchange Act and is effective Section 12(g) of the Exchange Act and is
pursuant to General Instruction A.(c), effective pursuant to General Instruction
check the following box. [ ] A.(d), check the following box. [X]
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Securities Act registration statement file number
to which this form relates: 333-79491 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the information set forth under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1 (SEC File No. 333-79491) (the "Form S-1 Registration Statement").
Item 2. Exhibits
The following exhibits are filed as a part of this Registration Statement:
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1.* Specimen certificate for Registrant's Common Stock -- incorporated
herein by reference to Exhibit 4.1 to the Form S-1 Registration
Statement.
2.1 Amended and Restated Certificate of Incorporation -- incorporated
herein by reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
2.2 Form of Amended and Restated Certificate of Incorporation (proposed)
to be filed with the Delaware Secretary of State -- incorporated
herein by reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
2.3 Amended and Restated Bylaws -- incorporated herein by reference to
Exhibit 3.3 to the Form S-1 Registration Statement.
2.4 Second Amended and Restated Investor Rights Agreement dated
August 13, 1999 between the Registrant and certain holders of the
Registrant's securities -- incorporated herein by reference to
Exhibit 10.10 to the Form S-1 Registration Statement.
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*To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: June 17, 1999 ACCRUE SOFTWARE, INC.
By /s/ Richard D. Kreysar
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Richard D. Kreysar,
President and Chief Executive Officer
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<PAGE> 4
INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered Page
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1.* Specimen certificate for Registrant's Common Stock -- incorporated Incorporated
herein by reference to Exhibit 4.1 to the Form S-1 Registration by reference
Statement.
2.1 Amended and Restated Certificate of Incorporation -- incorporated Incorporated
herein by reference to Exhibit 3.1 to the Form S-1 Registration by reference
Statement.
2.2 Form of Amended and Restated Certificate of Incorporation (proposed) Incorporated
to be filed with the Delaware Secretary of State -- incorporated by reference
herein by reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
2.3 Amended and Restated Bylaws -- incorporated herein by reference to Incorporated
Exhibit 3.3 to the Form S-1 Registration Statement. by reference
2.4 Second Amended and Restated Investor Rights Agreement dated Incorporated
August 13, 1999 between the Registrant and certain holders of the by reference
Registrant's securities -- incorporated herein by reference to
Exhibit 10.10 to the Form S-1 Registration Statement.
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*To be filed by amendment.
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