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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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CONTINUUS SOFTWARE CORPORATION
(NAME OF SUBJECT COMPANY)
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CONTINUUS SOFTWARE CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $0.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
21218R 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOHN R. WARK
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONTINUUS SOFTWARE CORPORATION
9401 JERONIMO ROAD
IRVINE, CALIFORNIA 92618
(949) 830-8022
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF
PERSON(S) FILING STATEMENT)
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COPIES TO:
D. BRADLEY PECK, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CALIFORNIA 92121
(858) 550-6000
|X| CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY
COMMUNICATIONS MADE BEFORE COMMENCEMENT OF A TENDER OFFER.
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Script of Conference Call of Continuus Software Corporation held on October 25,
2000 at 2:00 p.m. PDT.
Thanks Steve. Good afternoon everyone and thank you for participating in our
conference call regarding our merger announcement and financial results for the
third quarter. I'd like to start by speaking briefly about the merger agreement.
Let's start by saying we're very excited at the prospect of joining Telelogic.
This merger builds on both companies' strengths to create a broader product line
of market-leading, best-of-breed solutions covering the different phases of the
software development process. As part of Telelogic, Continuus will be part of a
much larger organization with significant financial and human resources and
significantly larger market presence. I'd like to briefly summarize the terms of
the transaction, followed by a few details of Continuus' third quarter results
also announced this morning. By now, I hope you have all seen a copy of our
press release announcing the definitive agreement for Telelogic to acquire
Continuus. To briefly review the terms of the agreement, Telelogic will commence
a cash tender offer for all of the outstanding shares of Continuus at a price of
$3.46 per share. The merger is expected to be completed by December and is
subject to customary conditions. Shareholders representing between 35 and 40
percent of the outstanding shares of Continuus, including all directors and
executive officers, have committed to tender their shares in the tender offer.
I'm not going to talk any more about the merger although, of course, we'll be
happy to answer questions later.
Regarding the third quarter, Steve's given you a summary of the financial
highlights. We're very pleased with the financial performance in the quarter
with the revenue generated particularly during a third quarter which has
typically been a little bit softer quarter for us. This is a record revenue
quarter with 33 new customers and add-on sales to 90 of our existing customers.
We saw strong performance from our European organization, particularly strong in
light of the typically weak Q3 vacation period in Europe, and we had a recovery
in performance as well in our Americas operation. We shipped significant
releases of a couple of products: ChangeSynergy and KnowledgeSynergy, along with
our integration with IBM Visual Age for Java We believe these releases
strengthen our product solution moving forward and our prospective deal with
Telelogic will allow us to leverage these capabilities alongside the Telelogic
product line into the merged companies' joint customer bases in our key target
markets. Our customers are, obviously, going to benefit from that financially
stronger partnership with more global resources and we're very pleased we could
exit Q3 on an up-note and then enter into this relationship to strengthen the
company for the benefit of our customers. This concludes our prepared remarks.
The operator will turn the call over to you and open the call up for questions.
This announcement is not an offer to purchase nor a solicitation of an offer to
sell shares. The tender offer for the outstanding shares of Continuus common
stock described in this announcement has not yet commenced. At the time the
offer is commenced, Telelogic will file a tender offer statement with the SEC
and Continuus will file a solicitation/recommendation statement with respect to
the offer. Investors and security holders of both Telelogic and Continuus are
urged to read each of the tender offer statement and the
solicitation/recommendation statement referenced in this news release when it
becomes available because it will contain important information about the
transaction.
End of Prepared Comments.
Investors and security holders may obtain a free copy of the tender offer
statement and the solicitation/recommendation statement when it is available and
other documents filed by Telelogic and Continuus with the SEC at the SEC's Web
site at www.Sec.Gov.
