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  <TITLE>Prepared by R.R. Donnelley Financial -- Form 8-K</TITLE>
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   <HR SIZE="4" NOSHADE COLOR="#000000" ALIGN="left"><DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="5" COLOR="#000000"><B>SECURITIES AND EXCHANGE COMMISSION
  </B></FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Washington, D.C. 20549 </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <HR NOSHADE WIDTH="21%" COLOR="#000000"><DIV><FONT
  SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="5" COLOR="#000000"><B>FORM 8-K </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="4"
  COLOR="#000000"><B>CURRENT REPORT </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="3" COLOR="#000000"><B>Pursuant to Section 13 or 15(d) of the </B></FONT></DIV> <DIV
  ALIGN="center"><FONT FACE="Times New Roman" SIZE="3" COLOR="#000000"><B>Securities Exchange Act of 1934 </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Date of
  Report (Date of earliest event reported) August 16, 2002 </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <HR NOSHADE WIDTH="21%" COLOR="#000000"><DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman"
  SIZE="6" COLOR="#000000"><B>PORTAL SOFTWARE, INC. </B></FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>(Exact name of registrant as specified in charter) </B></FONT></DIV> <DIV><FONT
  SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center">
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  <TD VALIGN="top" ALIGN="center" WIDTH="31%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Delaware</B></FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
  <TD VALIGN="top" ALIGN="center" WIDTH="31%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>000-25829</B></FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
  <TD VALIGN="top" ALIGN="center" WIDTH="31%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>77-0369737</B></FONT></DIV> </TD> </TR>
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  <TD VALIGN="top" ALIGN="center" WIDTH="31%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>(State of incorporation</B></FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>or
  organization)</B></FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
  <TD VALIGN="top" ALIGN="center" WIDTH="31%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>(Commission File Number)</B></FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
  <TD VALIGN="top" ALIGN="center" WIDTH="31%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>(IRS Employer</B></FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>Identification
  No.)</B></FONT></DIV> </TD> </TR>
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  <TD VALIGN="top" ALIGN="center" WIDTH="48%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>10200 South De Anza Boulevard, Cupertino, CA</B></FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
  <TD VALIGN="top" ALIGN="center" WIDTH="48%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>95014</B></FONT></DIV> </TD> </TR>
  <TR>
  <TD VALIGN="top" ALIGN="center" WIDTH="48%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>(Address of principal executive offices)</B></FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
  <TD VALIGN="top" ALIGN="center" WIDTH="48%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>(Zip Code)</B></FONT></DIV> </TD> </TR>
   </TABLE> </DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Registrant&#146;s telephone number, including area code (408) 572-2000
  </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>None </B></FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>(Former name
  or former address, if changed since last report) </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <HR SIZE="4" NOSHADE COLOR="#000000" ALIGN="left">
  
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   <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;</B><B><I>Other Events. </I></B><B></B></FONT></DIV> <DIV><FONT
  SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">On August 16, 2002, the board of directors of Portal Software, Inc. declared a dividend of one preferred share purchase right for each
  outstanding share of its common stock. The dividend is payable on August 26, 2002 to the stockholders of record at the close of business on that date. Each right entitles the registered holder to purchase from the Company a unit of one
  one-thousandth of a share of its Series A Junior Participating preferred stock (the &#147;Series A preferred stock&#148;), at a price of $14.00 per unit. The description and terms of the rights are set forth in a Rights Agreement, dated as of August
  16, 2002 (the &#147;Rights Agreement&#148;), between the Company and Equiserve Trust Company, N.A., as rights agent. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
  COLOR="#000000">Until the earlier to occur of (i) the tenth day after a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the
  outstanding common stock, other than as a result of repurchases of stock by the Company, or (ii) 10 business days (or such later date as may be determined by action of the Company&#146;s board of directors) following the commencement of, or
  announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding common stock (the earlier of such dates is the
  distribution date), the rights will be evidenced, with respect to any of the common stock certificates outstanding as of the record date, by the common stock. The rights agreement specifically provides that the Company&#146;s founder and Chairman,
  John Little, who currently owns more than 15% of the Company&#146;s common stock, may acquire up to an additional 5% of the Company&#146;s common stock without triggering the exercisability of the rights. </FONT></DIV> <DIV><FONT
  SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">The rights agreement provides that, until the distribution date, the rights will be transferred with and only with the common stock. Until
  the distribution date (or earlier redemption or expiration of the rights), new common stock certificates issued after the record date, upon transfer or new issuance of common stock will contain a notation incorporating the rights agreement by
  reference. Until the distribution date (or earlier redemption or expiration of the rights), the surrender for transfer of any certificates of common stock will also constitute the transfer of the rights associated with the common stock represented
  by such certificate. As soon as practicable following the distribution date, separate certificates evidencing the rights will be mailed to holders of record of the common stock as of the close of business on the distribution date and such separate
  rights certificates alone will evidence the rights. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">The rights are not exercisable until the distribution date.
  The rights will expire at the close of business on August 16, 2012, unless that final expiration date is extended or unless the rights are earlier redeemed or exchanged by the company, in each case as described below. </FONT></DIV> <DIV><FONT
  SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">The purchase price payable, and the number of units of Series A preferred stock or other securities or property issuable, upon exercise of
  the rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A preferred stock, (ii) upon the grant to holders of the units of
  Series A preferred stock of certain rights or warrants to subscribe for or purchase units of Series A preferred stock at a price, or securities convertible into units of Series A preferred stock with a conversion price, less than the then current
  market price of the units of Series A preferred stock or (iii) upon the distribution to holders of the units of Series A preferred stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in units of Series A preferred stock) or of subscription rights or warrants (other than those referred to above). </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT
  FACE="Times New Roman" SIZE="2" COLOR="#000000">The number of outstanding rights and the number of units of Series A preferred stock issuable upon exercise of each right are also subject to adjustment in the event of a stock split of the common
  stock or a stock dividend on the common stock payable in common stock or subdivisions, consolidations or combinations of the common stock occurring, in any such case, prior to the distribution date. </FONT></DIV> <DIV><FONT
  SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">The Series A preferred stock purchasable upon exercise of the rights will not be redeemable. Each share of Series A preferred stock will
  be entitled to an aggregate dividend of 1,000 times the dividend declared per share of common stock. In the event of liquidation, the holders of the shares of Series A preferred stock will be entitled to an aggregate payment of 1,000 times the
  payment made per share of common stock. Each share of Series A preferred stock will have 1,000 votes, voting together with the common stock. Finally, in the event of any merger, consolidation or other transaction in which shares of common stock are
  exchanged, each share of Series A preferred </FONT></DIV> <P></P>
   <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">2 </FONT></DIV>
  
  
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   <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">stock will be entitled to receive 1,000 times the amount received per share of common stock. These
  rights are protected by customary anti-dilution provisions. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Because of the nature of the dividend, liquidation
  and voting rights, the value of each unit of Series A preferred stock purchasable upon exercise of each right should approximate the value of one share of common stock. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
  STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">If, after the rights become exercisable, the company is acquired in a merger or other business combination transaction with an acquiring person or one of its affiliates, or
  50% or more of the Company&#146;s consolidated assets or earning power are sold to an acquiring person or one of its affiliates, proper provision will be made so that each holder of a right will thereafter have the right to receive, upon exercise
  thereof at the then current exercise price of the right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the right. </FONT></DIV>
  <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">If any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding
  shares of common stock, proper provision will be made so that each holder of a right, other than rights beneficially owned by the acquiring person (which will thereafter be void), will have the right to receive upon exercise that number of shares of
  common stock or units of Series A preferred stock (or cash, other securities or property) having a market value of two times the exercise price of the right. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT
  FACE="Times New Roman" SIZE="2" COLOR="#000000">At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding shares of common stock and prior to the acquisition
  by such person or group of 50% or more of the outstanding common stock, the board of directors of the company may exchange the rights (other than rights owned by such person or group which have become void), in whole or in part, at an exchange ratio
  per unit of Series A preferred stock equal to the purchase price divided by the then current market price per unit of Series A preferred stock on the earlier of (i) the date on which any person becomes an acquiring person and (ii) the date on which
  a tender or exchange offer is announced which, if consummated, would result in the offeror being the beneficial owner of 15% or more of the shares of common stock then outstanding. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
  STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">With certain exceptions, no adjustment in the purchase price will be required until cumulative adjustments require an adjustment of at least 1% in the purchase price. No
  fractional shares of Series A preferred stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Series A preferred stock, which may, at the election of the company, be evidenced by depositary
  receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the units of Series A preferred stock on the last trading day prior to the date of exercise. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
  STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">At any time on or prior to the earlier of (i) the close of business on the tenth day after a public announcement that a person or group of affiliated or associated persons
  acquire beneficial ownership of 15% or more of the outstanding common stock (unless the board of directors extends the ten-day period) or (ii) the tenth business day after a person commences, or announces its intention to commence, a tender offer or
  exchange offer that would result in the bidder&#146;s beneficial ownership of 15% or more of the shares of common stock, the board of directors of the company may redeem the rights in whole, but not in part, at a price of $0.01 per right. The
  redemption of the rights may be made effective at such time on such basis and with such conditions as the board of directors in its sole discretion may establish. Immediately upon any redemption of the rights, the right to exercise the rights will
  terminate and the only right of the holders of rights will be to receive the redemption price. The rights are also redeemable under other circumstances as specified in the rights agreement. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
  STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">The terms of the rights may be amended by the board of directors of the Company without the consent of the holders of the rights except that from and after such time that
  there is an acquiring person no amendment may adversely affect the interests of the holders of the rights. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Until
  a right is exercised, the holder of a right will have no rights by virtue of ownership as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV>
  <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">The rights have certain anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire the Company on terms not
  approved by the Company&#146;s board of directors, except pursuant to </FONT></DIV> <P></P>
   <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">3 </FONT></DIV>
  
  
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   <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">an offer conditioned on a substantial number of rights being acquired. The rights should not interfere
  with any merger or other business combination approved by the board of directors since the rights may be redeemed by the company at the redemption price prior to the occurrence of a distribution date. </FONT></DIV> <DIV><FONT
  SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">The Rights Agreement, specifying the terms of the rights, is attached hereto as an exhibit and is incorporated herein by reference. The
  foregoing description of the rights is qualified in its entirety by reference to such exhibit. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Item
  7.</B><B><I>&nbsp;&nbsp;&nbsp;&nbsp;Financial Statements and Exhibits. </I></B><B></B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center">
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  <TD VALIGN="top" WIDTH="13%"> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Exhibit 4.1</FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;&nbsp;</FONT></TD>
  <TD VALIGN="bottom" WIDTH="86%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Rights Agreement, dated as of August 16, 2002 between the company and Equiserve, which includes the form of
  Certificate of Designation for the Series A junior participating preferred stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C.</FONT></DIV> </TD> </TR>
  <TR>
  <TD HEIGHT="5"> </TD> </TR>
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  <TD VALIGN="top" WIDTH="13%"> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Exhibit&nbsp;99.1</FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;&nbsp;</FONT></TD>
  <TD VALIGN="bottom" WIDTH="86%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Form of Letter to Stockholders of Portal Software, Inc. regarding the adoption of the Rights Plan pursuant to the
  Rights Agreement.</FONT></DIV> </TD> </TR>
  <TR>
  <TD HEIGHT="5"> </TD> </TR>
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  <TD VALIGN="top" WIDTH="13%"> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Exhibit&nbsp;99.2</FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;&nbsp;</FONT></TD>
  <TD VALIGN="bottom" WIDTH="86%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Press Release dated August 16, 2002.</FONT></DIV> </TD> </TR>
   </TABLE> </DIV> <P></P>
   <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">4 </FONT></DIV>
  
  
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   <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>SIGNATURE </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
  STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
  thereunto duly authorized. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="right">
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  <TD VALIGN="top" COLSPAN="3" WIDTH="43%"> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">P<SMALL>ORTAL</SMALL> S<SMALL>OFTWARE</SMALL>, I<SMALL>NC</SMALL>. </FONT></DIV> </TD> </TR>
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  <TD HEIGHT="16"> </TD> </TR>
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  <TD VALIGN="top" WIDTH="3%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">By:</FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
  <TD VALIGN="top" ALIGN="center" WIDTH="43%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">/s/&nbsp;&nbsp;&nbsp;&nbsp;M<SMALL>ITCHELL</SMALL> L.
  G<SMALL>AYNOR&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</SMALL></FONT></DIV> <HR NOSHADE COLOR="#000000" ALIGN="left"></TD> </TR>
  <TR>
  <TD> <FONT SIZE="1">&nbsp;</FONT></TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
  <TD VALIGN="bottom" ALIGN="center" WIDTH="43%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>Mitchell L. Gaynor</B></FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>Vice
  President, General Counsel and Secretary</B></FONT></DIV> </TD> </TR>
   </TABLE> </DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Date: August 20, 2002 </FONT></DIV> <P></P>
   <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">5 </FONT></DIV>
  
  
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   <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>EXHIBIT INDEX </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
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  <TD VALIGN="bottom" ALIGN="center"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>Exhibit Number</B></FONT></DIV> <HR SIZE="2" NOSHADE WIDTH="48" COLOR="#000000"></TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;&nbsp;</FONT></TD>
  <TD VALIGN="bottom" WIDTH="91%" ALIGN="center"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>Document Description</B></FONT></DIV> <HR SIZE="2" NOSHADE WIDTH="142" COLOR="#000000"></TD> </TR>
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  <TD VALIGN="top" ALIGN="center" WIDTH="8%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">&nbsp;&nbsp;4.1</FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;&nbsp;</FONT></TD>
  <TD VALIGN="bottom" WIDTH="91%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Rights Agreement, dated as of August 16, 2002 between the company and Equiserve, which includes the form of
  Certificate of Designation for the Series A junior participating preferred stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C.</FONT></DIV> </TD> </TR>
  <TR>
  <TD HEIGHT="5"> </TD> </TR>
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  <TD VALIGN="top" ALIGN="center" WIDTH="8%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">99.1</FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;&nbsp;</FONT></TD>
  <TD VALIGN="bottom" WIDTH="91%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Form of Letter to Stockholders of Portal Software, Inc. regarding the adoption of the Rights Plan pursuant to the
  Rights Agreement.</FONT></DIV> </TD> </TR>
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  <TD HEIGHT="5"> </TD> </TR>
  <TR>
  <TD VALIGN="top" ALIGN="center" WIDTH="8%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">99.2</FONT></DIV> </TD>
  <TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;&nbsp;</FONT></TD>
  <TD VALIGN="bottom" WIDTH="91%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Press Release dated August 16, 2002.</FONT></DIV> </TD> </TR>
   </TABLE> </DIV> <P></P>
   <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">6 </FONT></DIV>
  
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metadata_filer: {"company-data": {"conformed-name": "PORTAL SOFTWARE INC", "cik": "0001080306", "assigned-sic": "7371", "irs-number": "77036737", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25829", "film-number": "02744072"}, "business-address": {"street1": "10200 SOUTH DE ANZA BOULEVARD", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4083434400"}, "mail-address": {"street1": "10200 SOUTH DEANZA BLVD", "city": "CUPERTINO", "state": "CA", "zip": "95014"}}
text: Prepared by R.R. Donnelley Financial -- Form 8-K
  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) August 16, 2002
  PORTAL SOFTWARE, INC.
  (Exact name of registrant as specified in charter)
  Delaware
  000-25829
  77-0369737
  (State of incorporation
  or
  organization)
  (Commission File Number)
  (IRS Employer
  Identification
  No.)
  10200 South De Anza Boulevard, Cupertino, CA
  95014
  (Address of principal executive offices)
  (Zip Code)
  Registrant's telephone number, including area code (408) 572-2000
  None
  (Former name
  or former address, if changed since last report)
  Item 5.
  Other Events.
  On August 16, 2002, the board of directors of Portal Software, Inc. declared a dividend of one preferred share purchase right for each
  outstanding share of its common stock. The dividend is payable on August 26, 2002 to the stockholders of record at the close of business on that date. Each right entitles the registered holder to purchase from the Company a unit of one
  one-thousandth of a share of its Series A Junior Participating preferred stock (the "Series A preferred stock"), at a price of $14.00 per unit. The description and terms of the rights are set forth in a Rights Agreement, dated as of August
  16, 2002 (the "Rights Agreement"), between the Company and Equiserve Trust Company, N.A., as rights agent.
  Until the earlier to occur of (i) the tenth day after a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the
  outstanding common stock, other than as a result of repurchases of stock by the Company, or (ii) 10 business days (or such later date as may be determined by action of the Company's board of directors) following the commencement of, or
  announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding common stock (the earlier of such dates is the
  distribution date), the rights will be evidenced, with respect to any of the common stock certificates outstanding as of the record date, by the common stock. The rights agreement specifically provides that the Company's founder and Chairman,
  John Little, who currently owns more than 15% of the Company's common stock, may acquire up to an additional 5% of the Company's common stock without triggering the exercisability of the rights.
  The rights agreement provides that, until the distribution date, the rights will be transferred with and only with the common stock. Until
  the distribution date (or earlier redemption or expiration of the rights), new common stock certificates issued after the record date, upon transfer or new issuance of common stock will contain a notation incorporating the rights agreement by
  reference. Until the distribution date (or earlier redemption or expiration of the rights), the surrender for transfer of any certificates of common stock will also constitute the transfer of the rights associated with the common stock represented
  by such certificate. As soon as practicable following the distribution date, separate certificates evidencing the rights will be mailed to holders of record of the common stock as of the close of business on the distribution date and such separate
  rights certificates alone will evidence the rights.
  The rights are not exercisable until the distribution date.
  The rights will expire at the close of business on August 16, 2012, unless that final expiration date is extended or unless the rights are earlier redeemed or exchanged by the company, in each case as described below.
  The purchase price payable, and the number of units of Series A preferred stock or other securities or property issuable, upon exercise of
  the rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A preferred stock, (ii) upon the grant to holders of the units of
  Series A preferred stock of certain rights or warrants to subscribe for or purchase units of Series A preferred stock at a price, or securities convertible into units of Series A preferred stock with a conversion price, less than the then current
  market price of the units of Series A preferred stock or (iii) upon the distribution to holders of the units of Series A preferred stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in units of Series A preferred stock) or of subscription rights or warrants (other than those referred to above).
  The number of outstanding rights and the number of units of Series A preferred stock issuable upon exercise of each right are also subject to adjustment in the event of a stock split of the common
  stock or a stock dividend on the common stock payable in common stock or subdivisions, consolidations or combinations of the common stock occurring, in any such case, prior to the distribution date.
  The Series A preferred stock purchasable upon exercise of the rights will not be redeemable. Each share of Series A preferred stock will
  be entitled to an aggregate dividend of 1,000 times the dividend declared per share of common stock. In the event of liquidation, the holders of the shares of Series A preferred stock will be entitled to an aggregate payment of 1,000 times the
  payment made per share of common stock. Each share of Series A preferred stock will have 1,000 votes, voting together with the common stock. Finally, in the event of any merger, consolidation or other transaction in which shares of common stock are
  exchanged, each share of Series A preferred
  2
  stock will be entitled to receive 1,000 times the amount received per share of common stock. These
  rights are protected by customary anti-dilution provisions.
  Because of the nature of the dividend, liquidation
  and voting rights, the value of each unit of Series A preferred stock purchasable upon exercise of each right should approximate the value of one share of common stock.
  If, after the rights become exercisable, the company is acquired in a merger or other business combination transaction with an acquiring person or one of its affiliates, or
  50% or more of the Company's consolidated assets or earning power are sold to an acquiring person or one of its affiliates, proper provision will be made so that each holder of a right will thereafter have the right to receive, upon exercise
  thereof at the then current exercise price of the right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the right.
  If any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding
  shares of common stock, proper provision will be made so that each holder of a right, other than rights beneficially owned by the acquiring person (which will thereafter be void), will have the right to receive upon exercise that number of shares of
  common stock or units of Series A preferred stock (or cash, other securities or property) having a market value of two times the exercise price of the right.
  At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding shares of common stock and prior to the acquisition
  by such person or group of 50% or more of the outstanding common stock, the board of directors of the company may exchange the rights (other than rights owned by such person or group which have become void), in whole or in part, at an exchange ratio
  per unit of Series A preferred stock equal to the purchase price divided by the then current market price per unit of Series A preferred stock on the earlier of (i) the date on which any person becomes an acquiring person and (ii) the date on which
  a tender or exchange offer is announced which, if consummated, would result in the offeror being the beneficial owner of 15% or more of the shares of common stock then outstanding.
  With certain exceptions, no adjustment in the purchase price will be required until cumulative adjustments require an adjustment of at least 1% in the purchase price. No
  fractional shares of Series A preferred stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Series A preferred stock, which may, at the election of the company, be evidenced by depositary
  receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the units of Series A preferred stock on the last trading day prior to the date of exercise.
  At any time on or prior to the earlier of (i) the close of business on the tenth day after a public announcement that a person or group of affiliated or associated persons
  acquire beneficial ownership of 15% or more of the outstanding common stock (unless the board of directors extends the ten-day period) or (ii) the tenth business day after a person commences, or announces its intention to commence, a tender offer or
  exchange offer that would result in the bidder's beneficial ownership of 15% or more of the shares of common stock, the board of directors of the company may redeem the rights in whole, but not in part, at a price of $0.01 per right. The
  redemption of the rights may be made effective at such time on such basis and with such conditions as the board of directors in its sole discretion may establish. Immediately upon any redemption of the rights, the right to exercise the rights will
  terminate and the only right of the holders of rights will be to receive the redemption price. The rights are also redeemable under other circumstances as specified in the rights agreement.
  The terms of the rights may be amended by the board of directors of the Company without the consent of the holders of the rights except that from and after such time that
  there is an acquiring person no amendment may adversely affect the interests of the holders of the rights.
  Until
  a right is exercised, the holder of a right will have no rights by virtue of ownership as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.
  The rights have certain anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire the Company on terms not
  approved by the Company's board of directors, except pursuant to
  3
  an offer conditioned on a substantial number of rights being acquired. The rights should not interfere
  with any merger or other business combination approved by the board of directors since the rights may be redeemed by the company at the redemption price prior to the occurrence of a distribution date.
  The Rights Agreement, specifying the terms of the rights, is attached hereto as an exhibit and is incorporated herein by reference. The
  foregoing description of the rights is qualified in its entirety by reference to such exhibit.
  Item
  7.
  Financial Statements and Exhibits.
  Exhibit 4.1
  Rights Agreement, dated as of August 16, 2002 between the company and Equiserve, which includes the form of
  Certificate of Designation for the Series A junior participating preferred stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C.
  Exhibit 99.1
  Form of Letter to Stockholders of Portal Software, Inc. regarding the adoption of the Rights Plan pursuant to the
  Rights Agreement.
  Exhibit 99.2
  Press Release dated August 16, 2002.
  4
  SIGNATURE
  Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
  thereunto duly authorized.
  P
  ORTAL
  S
  OFTWARE
  , I
  NC
  .
  By:
  /s/    M
  ITCHELL
  L.
  G
  AYNOR
  Mitchell L. Gaynor
  Vice
  President, General Counsel and Secretary
  Date: August 20, 2002
  5
  EXHIBIT INDEX
  Exhibit Number
  Document Description
  4.1
  Rights Agreement, dated as of August 16, 2002 between the company and Equiserve, which includes the form of
  Certificate of Designation for the Series A junior participating preferred stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C.
  99.1
  Form of Letter to Stockholders of Portal Software, Inc. regarding the adoption of the Rights Plan pursuant to the
  Rights Agreement.
  99.2
  Press Release dated August 16, 2002.
  6