<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 14D-9
---------------
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------
CONTINUUS SOFTWARE CORPORATION
(NAME OF SUBJECT COMPANY)
---------------
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)
---------------
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.
================================================================================
<PAGE> 2
Monday November 27, 9:53 pm Eastern Time
Press Release
Telelogic AB and Continuus Software Corp. Announce Tender of a Majority of
Continuus' Outstanding Shares
IRVINE, Calif.--(BUSINESS WIRE)--Nov. 27, 2000--Continuus Software Corp.
(Nasdaq:CNSW - news), the leading provider of eAsset Management solutions, and
Telelogic AB (Stockholm Stock Exchange:TLOG), the world-leading supplier of
solutions for real-time software development and requirements management, Monday
announced that a majority of the outstanding shares of Continuus have been
tendered pursuant to Telelogic's tender offer.
As of Nov. 27, 2000, 7,596,342 shares out of 11,074,822 shares outstanding, or
68.6%, have been tendered. Subject to certain contractual restrictions on a
portion of the tendered shares, the tendered shares may be withdrawn at any time
prior to the expiration date of the tender offer. The expiration date for the
tender offer is midnight EST on Tuesday, Nov. 28, 2000.
Assuming that at least 6,194,930 shares are tendered and not withdrawn as of the
expiration date, Telelogic intends to accept for payment and pay for all of the
shares tendered. Soon thereafter, Telelogic intends to acquire the remaining
shares of Continuus through a merger transaction in which the remaining
shareholders of Continuus would receive the same amount of cash per share that
they would have received in the offer, unless they perfect dissenters' rights.
Therefore, for shareholders who do not perfect dissenters' rights, the only
difference between tendering shares and not tendering shares is that
shareholders who tender their shares prior to the expiration date of the tender
offer will be paid earlier.
On Oct. 25, 2000, Continuus and Telelogic announced the signing of a definitive
merger agreement pursuant to which a wholly owned subsidiary of Telelogic agreed
to purchase, subject to the satisfaction of certain conditions, all of the
outstanding shares of Continuus common stock for $3.46 per share in cash through
a front-end tender offer and a back-end merger. The tender of at least 6,194,930
shares of Continuus stock is a condition to the tender offer.
About Continuus
Continuus Software is the leading provider of eAsset Management solutions.
eAsset Management enables organizations to develop, enhance, deploy and more
effectively manage their teams building Internet and enterprise software and
content-based systems. Continuus products enable organizations to improve the
quality of their eAssets and to reduce the time it takes to deliver Internet and
software applications.
Continuus offers eAsset Management solutions, consisting of Continuus CM
Synergy, Continuus WebSynergy, Continuus ChangeSynergy, and Continuus
KnowledgeSynergy, designed to support the collaborative development, management,
approval and deployment of the most complex and demanding software, Internet
applications and Web content.
The company also offers its customers professional services through the eAsset
foundation methodology that include consulting, training and maintenance
services to facilitate successful implementations. Continuus has licensed its
products to more than 585 customers, 1,000 sites and 60,000 users worldwide.
<PAGE> 3
For more information on Continuus: in the United States, call 949/830-8022; in
Canada, call 613/751-4499; in the United Kingdom, call 44-1344-788-100; in
Germany, call 49-89-54-8880; in France, call 33-1-69-59-1616; in Australia call
61-2-9904-6033, or visit its Web site at www.continuus.com.
About Telelogic
Telelogic is established in 13 countries under its own name, and a further 20
countries through distributors. It leads the market in development environments
for advanced software, especially in real-time applications. By offering high
quality graphical development tools and related services, Telelogic makes the
development of software more rapid, less labor intensive, and more reliable.
The company has a global client base, including all the top 10 communication
suppliers such as Alcatel, Cisco, Ericsson, Fujitsu, Hewlett-Packard, Lucent,
Motorola, NEC, Nokia, Nortel Networks and Siemens, as well as a number of
leading suppliers within automotive and aerospace.
The software market is moving towards more visual programming methods, and
Telelogic leads in the production of the next generation of development tools,
in this area. Telelogic is well prepared to deliver rapid and complete solutions
for the complex challenges faced by the real-time industry.
For more information about Telelogic, visit www.telelogic.com.
This announcement is not an offer to purchase nor a solicitation of an offer to
sell shares. Telelogic has filed a tender offer statement with the SEC and
Continuus has filed 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 because they contain important
information about the transaction. Investors and security holders may obtain a
free copy of the tender offer statement and the solicitation/recommendation
statement and other documents filed by Telelogic and Continuus with the SEC at
the SEC's Web site at www.sec.gov.
The tender offer statement and the solicitation/recommendation statement and
these other documents may also be obtained free from Continuus or by contacting
D.F. King & Co., The information agent, at 800/714-3311.
This news release contains certain forward-looking statements that are based
largely on Continuus Software's current expectations and are subject to a number
of risks and uncertainties. Actual results and events could differ significantly
from those discussed in the forward-looking statements. These risks and
uncertainties include those associated with the development of new products and
technologies, including Continuus eAsset Management solutions, the emerging
markets for the company's products, intense competition in its markets and the
markets of its customers and partners, and the proposed acquisition of Continuus
Software by Telelogic AB, as well as other risks and uncertainties described
from time to time in the company's filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K and its most
recent Quarterly Report on Form 10-Q.
Note to Editors: Trademarks and registered trademarks are the property of their
respective holders.
