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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 20, 2000
ACCRUE SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 000-26437 94-3238684
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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48634 Milmont Drive
FREMONT, CALIFORNIA 94538-7353
(Address of principal executive offices) (Zip code)
(510) 580-4500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On September 20, 2000, Accrue Software, Inc., a Delaware corporation (the
"Company"), acquired Aviator Holding Corporation, a Delaware corporation
("Target") and its direct and indirect subsidiaries, including its wholly owned
subsidiary Pilot Software, Inc., a Delaware corporation ("Pilot"), by the
statutory merger (the "Merger") of Aviator Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), with
and into Target. The Merger was accomplished pursuant to an Agreement and Plan
of Merger dated as of August 24, 2000, among the Company, Merger Sub, Target,
Pilot and the sole shareholder of Target (the "Merger Agreement"). As a result
of the Merger, the Company became the owner of 100% of the issued and
outstanding shares of Target's Common Stock in exchange for 974,273 shares of
the Company's Common Stock which will be issued to the sole stockholder of
Target.
The shares issuable to Seller pursuant to the Merger Agreement will be
issued pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
constitute "restricted securities" within the meaning of the Securities Act. The
Company has granted certain registration rights for the shares issued in
connection with the Merger.
For accounting purposes, the Merger will be accounted for as a purchase.
The number of shares of the Company's Common Stock to be issued to the sole
shareholder of Target was determined by arm's-length negotiations among the
parties.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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2.1 Form of Agreement and Plan of Merger dated as of August 24, 2000,
among the Company, Merger Sub, Target, the sole shareholder of
Target and Pilot.
4.1 Form of Investor Rights Agreement, dated September 20, 2000,
between the Company and the sole shareholder of Target.
20.1 Press release dated August 24, 2000 announcing the execution of
the Agreement and Plan of Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ACCRUE SOFTWARE, INC.
Date: September 21, 2000 By: /s/ GREGORY C. WALKER
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Gregory C. Walker
Vice President of Finance and
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Form of Agreement and Plan of Merger dated as of August 24, 2000,
among the Company, Merger Sub, Target, the sole shareholder of
Target and Pilot.
4.1 Form of Investor Rights Agreement, dated September 20, 2000,
between the Company and the sole shareholder of Target.
20.1 Press Release dated August 24, 2000 announcing the execution of
the Agreement and Plan of Merger.
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