UNITED STATES
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 24, 2003
Accrue Software, Inc.
(Exact name of registrant as specified in its charter)
000-26437
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(Commission File Number)
Delaware 94-3238684
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
48634 Milmont Drive
Fremont, California 94538-7353
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(Address of principal executive offices, with zip code)
(510) 580-4500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On September 24, 2003, Accrue Software, Inc., a Delaware corporation,
("Accrue") completed the anticipated sale of substantially all of its assets to
Datanautics, Inc. (formerly known as Accrue Acquistition Corp.), a newly formed
Delaware corporation formed by institutional investors ("Datanautics"), for a
purchase price consisting of (i) approximately $595,000 in cash, (ii) the
cancellation of approximately $405,000 of indebtedness, which indebtedness was
incurred pursuant to a senior secured promissory note issued to Datanautics in
connection with a pre-petition debt financing and a second secured promissory
note issued to Datanautics in connection with a debtor-in-possession credit
facility, (iii) an aggregate of $100,000 worth of Datanautics convertible
promissory notes to be issued to certain secured creditors of Accrue and (iv)
the assumption by Datanautics of certain Accrue liabilities. The agreement in
respect of such sale was entered into as of August 14, 2003 and amended as of
September 17, 2003, which forms of agreement and amendment are filed as Exhibits
10.1 and 10.2, respectively, to this Form 8-K and are incorporated in their
entirety herein by reference. On September 26, 2003, the Company issued a press
release relating to the foregoing, a copy of which is attached hereto as Exhibit
99.1 and is incorporated in its entirety herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibits:
10.1 Form of Asset Purchase Agreement, dated as of August 14, 2003.
10.2 Form of Amendment No. 1 to Asset Purchase Agreement, dated as of
September 17, 2003.
99.1 Press Release, dated September 26, 2003, announcing the completion
of the sale of substantially all of the Accrue's assets to Datanautics, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Accrue Software, Inc.
Date: September 26, 2003 By: /s/ Gary J. Sanders
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Gary J. Sanders
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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10.1 Form of Asset Purchase Agreement, dated as of August 14, 2003
10.2 Form of Amendment No. 1 to Asset Purchase Agreement, dated as
of September 17, 2003
99.1* Press Release dated September 26, 2003
* Also provided in PDF format as a courtesy.