================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
SCHEDULE TO
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------------------------
ACCRUE SOFTWARE, INC.
(Name of Subject Company (Issuer))
-----------------------------------
ACCRUE SOFTWARE, INC.
(Name of Filing Person (Offeror))
-----------------------------------
OPTIONS UNDER THE ACCRUE SOFTWARE, INC. 1996 STOCK PLAN, THE ACCRUE SOFTWARE,
INC. 1999 DIRECTORS' STOCK OPTION PLAN, THE ACCRUE SOFTWARE, INC. 2000
NON-EXECUTIVE STOCK OPTION PLAN, THE NEOVISTA SOFTWARE, INC. 1991 INCENTIVE
STOCK OPTION PLAN AND THE NEOVISTA SOFTWARE, INC. 1991 NON-QUALIFIED STOCK
OPTION PLAN TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE,
HAVING AN EXERCISE PRICE IN EXCESS OF $4.13 PER SHARE HELD BY
CERTAIN EMPLOYEE OR DIRECTOR OPTION HOLDERS
(Title of Class of Securities)
-----------------------------------
00437W102
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
-----------------------------------
GREGORY S. CARSON
CHIEF FINANCIAL OFFICER
ACCRUE SOFTWARE, INC.
48634 MILMONT DRIVE
FREMONT, CALIFORNIA 94538
(510) 580-4500
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
COPIES TO:
JOHN V. BAUTISTA, ESQ.
PETER D. HADROVIC, ESQ.
VENTURE LAW GROUP, A PROFESSIONAL CORPORATION
2775 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(650) 854-4488
================================================================================
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee**
---------------------- ----------------------
$621,898.00 $57.22
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 1,681,923 shares of common stock of Accrue
Software, Inc. having an aggregate value of $621,898.00 as of January 30,
2002 will be exchanged pursuant to this offer. The aggregate value of such
options was calculated based on the Black-Scholes option pricing model. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals $0.000092 multiplied by
the value of the transaction.
** $57.22 previously paid.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing party: Not applicable
Date filed: Not applicable
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |X|
--------------------------------------------------------------------------------
This Amendment No. 1 and Final Amendment amends the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on January 31,
2002 to report the results of the tender offer.
The information in the Offer to Exchange, dated January 31, 2002 (the "Offer to
Exchange"), attached hereto as Exhibit (a)(1), is incorporated herein by
reference in response to all required Items except as set forth below.
Item 4 Terms of the Transaction
Item 4 is hereby amended to add the following:
The offer expired at 6:00 p.m., California time, on March 4, 2002. The Company
has accepted for exchange options to purchase an aggregate of 1,056,573 shares
of common stock and cancelled all such options. Subject to the terms and
conditions of the offer, the Company will grant new options to purchase an
aggregate of 1,056,573 shares of Common Stock in exchange for the tendered
options accepted by the Company. The Company has sent each option holder whose
options have been accepted for exchange a letter substantially in the form of
Exhibit (a)(5) hereto.
Item 12. Exhibits.
(a) (1)* Offer to Exchange, dated January 31, 2002.
(2)* Form of Letter of Transmittal.
(3)* Form of Notice to Withdraw Tender.
(4)* Form of Letter to Eligible Option Holders.
(5)* Form of Letter to Tendering Option Holders.
(6) Accrue Software, Inc. Annual Report on Form 10-K/A for its
fiscal year ended March 31, 2001, filed with the Securities and
Exchange Commission on July 6, 2001 and incorporated herein by
reference.
(7) Accrue Software, Inc. Quarterly Report on Form 10-Q/A for its
fiscal quarter ended June 30, 2001, filed with the Securities
and Exchange Commission on October 24, 2001 and incorporated
herein by reference.
(8) Accrue Software, Inc. Quarterly Report on Form 10-Q for its
fiscal quarter ended September 30, 2001, filed with the
Securities and Exchange Commission on November 13, 2001 and
incorporated herein by reference.
(9) Company Press Release dated January 29, 2002, Exhibit 99.1 to
the Current Report on Form 8-K filed with the Securities
Exchange Commission on January 30, 2002 and incorporated by
reference herein.
(b) Not applicable.
(d) (1) Accrue Software, Inc. 1996 Stock Plan, filed as amended as
Exhibit 10.3 to the Accrue Software, Inc. Quarterly Report on
Form 10-Q for its fiscal quarter ended September 30, 2000, filed
with the Securities and Exchange Commission on November 14, 2000
and incorporated herein by reference.
(2) Accrue Software, Inc. 1999 Directors' Stock Option Plan, Exhibit
10.15 to the Accrue Software, Inc. Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on
May 27, 1999 and incorporated herein by reference.
(3) Accrue Software, Inc. 2000 Non-Executive Stock Option Plan,
Exhibit 4.6 to the Accrue Software, Inc. Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on
June 29, 2001 and incorporated herein by reference.
(4) Neovista Software, Inc. 1991 Incentive Stock Option Plan,
Exhibit 4.2 to the Accrue Software, Inc. Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on
February 1, 2000 and incorporated herein by reference.
(5) Neovista Software, Inc. 1991 Non-Qualified Stock Option Plan,
Exhibit 4.3 to the Accrue Software, Inc. Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on
February 1, 2000 and incorporated herein by reference.
(6)* Form of Option Agreement Pursuant to the Accrue Software, Inc.
1996 Stock Plan.
(7) Form of Option Agreement Pursuant to the Accrue Software, Inc.
1999 Directors' Stock Option Plan, Exhibit 10.15 to the Accrue
Software, Inc. Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on May 27, 1999 and
incorporated herein by reference.
(8)* Form of Option Agreement Pursuant to the Accrue Software, Inc.
2000 Non-Executive Stock Option Plan.
-2-
(9)* Form of Option Agreement Pursuant to the Neovista Software, Inc.
1991 Incentive Stock Option Plan.
(10)* Form of Option Agreement Pursuant to the Neovista Software, Inc.
1991 Non-Qualified Stock Option Plan.
(11)* Form of New Option Agreement Pursuant to the Accrue Software,
Inc. 1996 Stock Plan.
(g) Not applicable.
(h) Not applicable.
--------------------------
* Previously filed
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
-3-
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule TO is true,
complete and correct.
Accrue Software, Inc.
/s/ Gregory S. Carson
-----------------------------
Gregory S. Carson
Chief Financial Officer
Date: March 25, 2002
-4-
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(a)(1)* - Offer to Exchange, dated January 31, 2002.
(a)(2)* - Form of Letter of Transmittal.
(a)(3)* - Form of Notice to Withdraw Tender.
(a)(4)* - Form of Letter to Eligible Option Holders.
(a)(5)* - Form of Letter to Tendering Option Holders.
(a)(6) Accrue Software, Inc. Annual Report on Form 10-K/A for its
fiscal year ended March 31, 2001, filed with the Securities and
Exchange Commission on July 6, 2001 and incorporated herein by
reference.
(a)(7) Accrue Software, Inc. Quarterly Report on Form 10-Q/A for its
fiscal quarter ended June 30, 2001, filed with the Securities
and Exchange Commission on October 24, 2001 and incorporated
herein by reference.
(a)(8) Accrue Software, Inc. Quarterly Report on Form 10-Q for its
fiscal quarter ended September 30, 2001, filed with the
Securities and Exchange Commission on November 13, 2001 and
incorporated herein by reference.
(a)(9) Company Press Release dated January 29, 2002, Exhibit 99.1 to
the Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 30, 2002 and incorporated by
reference herein.
(d)(1) Accrue Software, Inc. 1996 Stock Plan, filed as amended as
Exhibit 10.3 to the Accrue Software, Inc. Quarterly Report on
Form 10-Q for its fiscal quarter ended September 30, 2000, filed
with the Securities and Exchange Commission on November 14, 2000
and incorporated herein by reference.
(d)(2) Accrue Software, Inc. 1999 Directors' Stock Option Plan, Exhibit
10.15 to the Accrue Software, Inc. Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on
May 27, 1999 and incorporated herein by reference.
(d)(3) Accrue Software, Inc. 2000 Non-Executive Stock Option Plan,
Exhibit 4.6 to the Accrue Software, Inc. Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on
June 29, 2001 and incorporated herein by reference.
(d)(4) Neovista Software, Inc. 1991 Incentive Stock Option Plan,
Exhibit 4.2 to the Accrue Software, Inc. Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on
February 1, 2000 and incorporated herein by reference.
(d)(5) Neovista Software, Inc. 1991 Non-Qualified Stock Option Plan,
Exhibit 4.3 to the Accrue Software, Inc. Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on
February 1, 2000 and incorporated herein by reference.
(d)(6)* Form of Option Agreement Pursuant to the Accrue Software, Inc.
1996 Stock Plan.
-5-
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(d)(7) Form of Option Agreement Pursuant to the Accrue Software, Inc.
1999 Directors' Stock Option Plan, Exhibit 10.15 to the Accrue
Software, Inc. Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on May 27, 1999 and
incorporated herein by reference.
(d)(8)* Form of Option Agreement Pursuant to the Accrue Software, Inc.
2000 Non-Executive Stock Option Plan.
(d)(9)* Form of Option Agreement Pursuant to the Neovista Software, Inc.
1991 Incentive Stock Option Plan.
(d)(10)* Form of Option Agreement Pursuant to the Neovista Software, Inc.
1991 Non-Qualified Stock Option Plan.
(d)(11)* Form of New Option Agreement Pursuant to the Accrue Software,
Inc. 1996 Stock Plan.
------------------
* Previously filed.
-6-