<PAGE> 1
As filed with the Securities and Exchange Commission on September 15, 1999
Registration No. 333-76893
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 3
to
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
CONTINUUS SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 43-1070080
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7371
(Primary Standard Industrial Classification Code Number)
108 Pacifica
Irvine, California 92618
(949) 453-2200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
__________________
JOHN R. WARK
President and Chief Executive Officer
CONTINUUS SOFTWARE CORPORATION
108 Pacifica
Irvine, California 92618
(949) 453-2200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________
Copies to:
D. BRADLEY PECK, ESQ. JEFFREY D. SAPER, ESQ.
MICAELA H. MARTIN, ESQ. MICHAEL J. DANAHER, ESQ.
PATRICK R. O'NEIL, ESQ. ANTONE F. JOHNSON, ESQ.
Cooley Godward LLP Wilson Sonsini Goodrich & Rosati, P.C.
4365 Executive Drive, Suite 1100 650 Page Mill Road
San Diego, CA 92121 Palo Alto, CA 94304
(858) 550-6000 (650) 493-9300
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This Post-Effective Amendment No. 3 is being filed to deregister 1,041,358
shares of our common stock covered by the Form S-1 registration statement no.
333-76893, as amended. The shares, which were issuable in connection with a
firm commitment underwritten offering of our common stock, have not been sold as
of the date of this Post-Effective Amendment No. 3 and are no longer being
offered. The terms of the offering are described in the prospectus filed as
part of the registration statement.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies and has authorized this Post-Effective Amendment No. 3 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irvine, County of Orange, State of
California, on the 15th day of September, 1999.
By: /s/ John R. Wark
-------------------------
John R. Wark
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
- --------------- --------------- ---------------
/s/ John R. Wark President, Chief Executive Officer September 15,
- ------------------------ and Director (Principal Executive 1999
John R. Wark Officer)
* Vice President, Finance and Chief September 15,
- ------------------------ Financial Officer (Principal 1999
Steven L. Johnson Financial and Accounting Officer)
* Director September 15,
- ------------------------ 1999
Kevin G. Hall
* Director September 15,
- ------------------------ 1999
Stewart A. Schuster
* Director September 15,
- ------------------------ 1999
Fred B. Cox
* Director September 15,
- ------------------------ 1999
Sol Zechter
* Director September 15,
- ------------------------ 1999
A. Barry Patmore
*By: /s/ John R. Wark
--------------------
John R. Wark
Attorney-in-fact
