-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FOFNy0Hz2Q9WVJfO2zizzsNsrXvH0j2uFSkJVHu5fxBTQE9q9OvMuxGblOybrQk3 fWMOQauHA0YtzAf3ix/34g== 0000891618-99-003397.txt : 19990809 0000891618-99-003397.hdr.sgml : 19990809 ACCESSION NUMBER: 0000891618-99-003397 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990730 EFFECTIVENESS DATE: 19990730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCRUE SOFTWARE INC CENTRAL INDEX KEY: 0001087243 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943238684 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-84217 FILM NUMBER: 99675418 BUSINESS ADDRESS: STREET 1: 48634 MILMONT DRIVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5105804500 MAIL ADDRESS: STREET 1: 48634 MILMONT DR CITY: FREMONT STATE: CA ZIP: 94538 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on July 30, 1999 Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- ACCRUE SOFTWARE, INC. (Exact name of Registrant as specified in its charter) DELAWARE 94-3238684 (State of incorporation) (I.R.S. Employer Identification No.) 48634 MILMONT DRIVE FREMONT, CA 94538-7353 (Address of principal executive offices) ----------------------- 1999 EMPLOYEE STOCK PURCHASE PLAN 1996 STOCK PLAN 1999 DIRECTORS' STOCK OPTION PLAN (Full title of the Plans) ----------------------- RICHARD D. KREYSAR PRESIDENT AND CHIEF EXECUTIVE OFFICER ACCRUE SOFTWARE, INC. 48634 MILMONT DRIVE FREMONT, CA 94538-7353 (510) 580-4500 (Name, address and telephone number, including area code, of agent for service) ----------------------- Copy to: John V. Bautista Venture Law Group A Professional Corporation 2800 Sand Hill Road Menlo Park, California 94025 (415) 854-4488 Page 1 of 11 Pages 2 Exhibit Index on Page 9 (Calculation of Registration Fee on following page) 3
- ---------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Maximum Offering Aggregate Amount of Amount to be Price Per Offering Registration Title of Securities to be Registered Registered(1) Share Price Fee - ---------------------------------------------------------------------------------------------------- 1999 EMPLOYEE STOCK PURCHASE PLAN Common Stock, $0.001 par value................. 1,500,000 $8.50(2) $12,750,000.00 $3,544.50 Shares 1996 STOCK PLAN Common Stock, $0.001 par value................. 1,420,793 $2.25(3) $3,196,784.25 $888.71 Shares Common Stock, $0.001 par value................. 6,838,784 $8.50(2) $58,129,664.00 $16,160.05 Shares 1999 DIRECTORS' STOCK OPTION PLAN Common Stock, $0.001 par value................. 50,000 Shares $8.00(3) $400,000.00 $111.20 Common Stock, $0.001 par value................. 700,000 Shares $8.50 $5,950,000.00 $1,654.10 TOTAL 10,509,577 $80,426,448.25 $22,358.56 Shares
- ------------- (1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under any of the Plans being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933 (the "Securities Act") solely for the purpose of calculating the registration fee. The computation is based upon the proposed maximum offering price per share of Common Stock as set forth in the Registrant's Registration Statement on Form S-1 (File No. 333- 79491) as amended, multiplied by 85%, which is the percentage of the trading purchase price applicable to purchases under the referenced plan. (3) Computed in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based on the weighted average per share exercise price (rounded to nearest cent) of outstanding options under the referenced plan, the shares issuable under which are registered hereby. -3- 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference: (a) The Registrant's Prospectus filed on July 30th, 1999 pursuant to Rule 424(b) of the Securities Act, which contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (b) Not Applicable. (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") on June 18, 1999, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the common stock offered hereby will be passed upon for Accrue by Venture Law Group, A Professional Corporation, Menlo Park, California. John V. Bautista, a director of Venture Law Group, is the secretary of Accrue. As of the date of this Registration Statement, certain directors of Venture Law Group and an investment partnership affiliated with Venture Law Group own 22,857 shares of the Registrant's Series A preferred stock, which shares will convert into 22,857 shares of the Registrant's common stock upon the completion of the Registrant's initial public offering and hold options to purchase 20,000 shares of our common stock at an exercise price of $8.00 per share. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Certificate of Incorporation reduces the liability of a director to the corporation or its shareholders for monetary damages for breaches of his or her fiduciary duty of care to the fullest extent permissible under Delaware law. The Bylaws of the Registrant further provide for indemnification of corporate agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Registrant has entered into Indemnification Agreements with its officers and directors. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. -4- 5 Item 8. EXHIBITS. Exhibit Number ------ 5.1 Opinion of Venture Law Group, a Professional Corporation. 23.1 Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1). 23.2 Consent of Independent Accountants (see p. 11). 24.1 Powers of Attorney (see p. 8). - --------------- -5- 6 Item 9. UNDERTAKINGS. The undersigned Registrant 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 purposes of determining any liability under the Securities Act, 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of 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. [Signature Pages Follow] -6- 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Accrue Software, Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on this 29th day of July, 1999. Accrue Software, Inc. By: /s/ Richard D. Kreysar -------------------------------------- Richard D. Kreysar President and Chief Executive Officer -7- 8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard D. Kreysar and Gregory C. Walker, jointly and severally, his or her attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-facts and agents, or his or her 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 by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Richard D. Kreysar President and Chief Executive July 29, 1999 - ----------------------------- Officer (Principal Executive Richard D. Kreysar Officer) /s/ Gregory C. Walker Chief Financial Officer (Principal July 29, 1999 - ----------------------------- Financial and Accounting Gregory C. Walker Officer) /s /Christopher J. O'Brien Director July 29, 1999 - ----------------------------- Christopher J. O'Brien /s/ Jonathan Nelson Director July 29, 1999 - ----------------------------- Jonathan Nelson /s/ Robert Smelick Director July 29, 1999 - ----------------------------- Robert Smelick /s/ Max D. Hopper Director July 29, 1999 - ----------------------------- Max D. Hopper /s/ A. Brooke Seawell Director July 29, 1999 - ----------------------------- A. Brooke Seawell
-8- 9 INDEX TO EXHIBITS
Exhibit Page Number No. ------ ----- 5.1 Opinion of Venture Law Group, a Professional Corporation 10 23.1 Consent of Venture Law Group, a Professional Corporation 10 (included in Exhibit 5.1). 23.2 Consent of Independent Accountants (see p. 11). 11 24.1 Powers of Attorney (see p. 8). 8
EX-5.1 2 OPINION OF VENTURE LAW GROUP 1 EXHIBIT 5.1 July 30, 1999 Accrue Software, Inc. 48634 Milmont Drive Fremont, CA 94538-7353 REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") filed by you with the Securities and Exchange Commission (the "Commission") on July 30, 1999 in connection with the registration under the Securities Act of 1933, as amended, of a total of 10,509,577 shares of your Common Stock (the "Shares") reserved for issuance under the 1996 Stock Plan, the 1999 Employee Stock Purchase Plan and the 1999 Directors' Stock Option Plan. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that upon conclusion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares, and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares when issued and sold in the manner described in the Registration Statement will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and in any amendment thereto. Very truly yours, VENTURE LAW GROUP A Professional Corporation /s/ Venture Law Group EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 dated July 30, 1999 of our report dated May 17, 1999, except for Note 11, as to which the date is May 25, 1999, relating to the financial statements, which appears in the Prospectus of Accrue Software, Inc. filed on July 30, 1999 pursuant to Rule 424(b) of the Securities Act. We also consent to the incorporation by reference of our report dated May 17, 1999 relating to the financial statement schedule, which appears in such Prospectus. /s/ PricewaterhouseCoopers San Jose, CA July 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----