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): May 20, 2002 ACCRUE SOFTWARE, INC. (Exact name of Registrant as specified in its charter) DELAWARE 000-26437 94-3238684 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 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) ITEM 5. OTHER EVENTS On May 20, 2002, Accrue Software, Inc., a Delaware corporation ("Accrue"), announced the transfer of its stock listing from the Nasdaq National Market System to the Nasdaq SmallCap Market System. A copy of Accrue's press release announcing such transfer of its stock listing to the Nasdaq SmallCap Market is attached as Exhibit 99.1 hereto and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press release dated May 20, 2002. 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: May 21, 2002 By: /s/ Gregory S. Carson --------------------------------------- -2- INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------ ----------- 99.1 Press release dated May 20, 2002.