<PAGE> 1
EXHIBIT 6
ANNEX A
CONTINUUS SOFTWARE CORPORATION
OCTOBER 30, 2000
------------------------
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
------------------------
No Vote or Other Action of Continuus Software Corporation's Stockholders is
Required in Connection with This Information Statement.
No Proxies are Being Solicited and You Are Requested Not to Send a Proxy to
Continuus Software Corporation.
------------------------
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GENERAL
This Information Statement is being mailed on or about October 30, 2000 as
part of the Solicitation Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") of Continuus Software Corporation ("Continuus"). You are
receiving this Information Statement in connection with the possible election of
persons designated by Telelogic AB ("Purchaser"), a company organized under the
laws of Sweden, and parent to Raindrop Acquisition Corporation ("Raindrop"), a
Delaware corporation, to a majority of the seats on the Board of Directors (the
"Board of Directors" or the "Board") of Continuus. On October 25, 2000,
Continuus entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Purchaser and Raindrop, pursuant to which Raindrop is required to commence
a tender offer to purchase all outstanding shares of Common Stock, par value
$0.001 per share, of Continuus (the "Common Stock"), at a price per share of
$3.46, net to the seller in cash (the "Offer Price"), upon the terms and
conditions set forth in the Purchaser's Offer to Purchase, dated October 30,
2000, and in the related Letter of Transmittal (which, together with any
amendments and supplements thereto, collectively constitute the "Offer"). Copies
of the Offer to Purchase and the Letter of Transmittal have been mailed to
stockholders of Continuus and are filed as Exhibits(a)(1) and (a)(2)
respectively, to the Tender Offer Statement on Schedule TO (as amended from time
to time, the "Schedule TO") filed by Purchaser and Raindrop with the Securities
and Exchange Commission (the "Commission") on October 30, 2000. The Merger
Agreement provides that, subject to the satisfaction or waiver of certain
conditions, following completion of the Offer, and in accordance with the
General Corporation Law of the State of Delaware (the "DGCL"), Raindrop will be
merged with and into Continuus (the "Merger"). Following consummation of the
Merger, Continuus will continue as the surviving corporation and will be a
wholly-owned subsidiary of Purchaser. At the effective time of the Merger (the
"Effective Time"), each issued and outstanding share of Common Stock (other than
shares of Common Stock that are owned by Purchaser, Raindrop, any of their
respective subsidiaries, Continuus or any of its subsidiaries, and shares of
Common Stock held by stockholders of Continuus who did not vote in favor of the
Merger Agreement and who comply with all of the relevant provisions of Section
262 of the DGCL) will be converted into the right to receive $3.46 in cash or
any greater amount per share paid pursuant to the Offer.
The Offer, the Merger, and the Merger Agreement are more fully described in
the Statement to which this Information Statement is attached as Annex A, which
was filed by Continuus with the Commission on October 30, 2000 and which is
being mailed to stockholders of Continuus along with this Information Statement.
This Information Statement is being mailed to you in accordance with
Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Rule 14f-1 promulgated thereunder. The information set forth herein
supplements certain information set forth in the Schedule 14D-9. Information set
forth herein related to Purchaser, Raindrop or the Purchaser Designees (as
defined herein) has been provided by Purchaser. You are urged to read this
Information Statement carefully. You are not, however, required to take any
action in connection with the matters set forth herein.
VOTING SECURITIES OF CONTINUUS
The Common Stock is the only class of equity securities of Continuus
outstanding which is entitled to vote at a meeting of the stockholders of
Continuus. As of the close of business on October 23, 2000, there were
11,130,314 outstanding shares of Common Stock, of which Purchaser and Raindrop
own no shares as of the date hereof.
DESIGNATION OF DIRECTORS BY PURCHASER
The Merger Agreement provides that upon the purchase of at least a majority
of the issued and outstanding shares of Common Stock on a fully diluted basis
pursuant to the Offer, Purchaser shall be entitled to designate such number of
directors, rounded up to the next whole number, as will give Purchaser
representation on the Board of Directors of Continuus equal to the product of
(i) the number of authorized directors on the Board of Directors (giving effect
to the directors elected pursuant to Section 1.4 of the Merger
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Agreement) and (ii) the percentage that the number of shares of Common Stock
purchased by Purchaser or Raindrop or any affiliate thereof bears to the
aggregate number of shares of Common Stock outstanding (the "Percentage"), and
Continuus shall, upon the election and request by Purchaser, promptly increase
the size of the Board of Directors and/or secure the resignations of such number
of directors as is necessary to enable Purchaser's designees to be elected to
the Board of Directors and shall cause Purchaser's designees to be so elected.
At the request of Purchaser, Continuus will cause such individuals designated by
Purchaser to constitute the same Percentage of (i) each committee of the Board,
(ii) the board of directors of each Subsidiary (as defined in Section 11.8 of
the Merger Agreement) of Continuus and (iii) the committees of each such board
of directors. Continuus' obligations to seek to appoint designees to the Board
of Directors shall be subject to Section 14(f) of the Exchange Act. Continuus
shall promptly take all appropriate action necessary to effect any such election
and shall, subject to the next succeeding sentence, include in the Schedule
14D-9 the information required by Section 14(f) of the Exchange Act and Rule
14f-1 promulgated thereunder. Purchaser will supply to Continuus in writing and
be solely responsible for any information with respect to itself and its
nominees, directors and affiliates required by Section 14(f) and Rule 14f-1.
Notwithstanding the foregoing, the Merger Agreement provides that Purchaser,
Raindrop and Continuus shall use their respective reasonable best efforts to
ensure that at least three of the members of the Board of Directors shall at all
times prior to the Effective Time be Continuing Directors (as defined in Section
1.4(b) of the Merger Agreement).
It is expected that the Purchaser Designees will assume office promptly
following the purchase by Raindrop of a majority of the outstanding Common Stock
on a fully diluted basis pursuant to the terms of the Offer, and that, upon
assuming office, the Purchaser Designees together with the continuing directors
of Continuus will thereafter constitute the entire Board.
As of the date of this Information Statement, Purchaser has not determined
who will be the Purchaser Designees. However, the Purchaser Designees will be
selected from among the persons listed in Schedule I attached hereto. Schedule I
also includes certain information with respect to each such person. Each of the
persons listed in Schedule I has consented to serve as a director of Continuus
if appointed or elected. None of such persons currently is a director of, or
holds any positions with, Continuus. Purchaser and Raindrop have advised
Continuus that, to the best of their knowledge, none of the persons listed on
Schedule I or any of their affiliates beneficially owns any equity securities or
rights to acquire any such securities of Continuus, nor has any such person been
involved in any transaction with Continuus or any of its directors, executive
officers or affiliates that is required to be disclosed pursuant to the rules
and regulations of the Commission other than with respect to transactions
between Purchaser, Raindrop and Continuus that have been described in the
Schedule TO or the Statement.
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MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of Continuus and their ages are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
John R. Wark......................................... 48 President, Chief Executive Officer and
Chairman of the Board of Directors
David McCann......................................... 40 Executive Vice President, Global
Operations Worldwide
Steven L. Johnson.................................... 40 Vice President, Finance and Chief
Financial Officer
William A. Philbin................................... 40 Vice President, Internet Business
Development
Paul G. Van Den Berg................................. 42 Vice President, Product Management
Fred B. Cox.......................................... 65 Director
Kevin G. Hall(1)..................................... 41 Director
A. Barry Patmore..................................... 59 Director
Stewart A. Schuster(1)............................... 54 Director
</TABLE>
---------------
(1) Member of Audit and Compensation Committees
John R. Wark has served as our President, Chief Executive Officer and
Chairman of the board of directors since November 1994. Prior to joining
Continuus, Mr. Wark served as Vice President, Marketing and Development at
Progress Software Corporation, a software development tool and database system
provider, from February 1992 to November 1994. Prior to his tenure with Progress
Software, he served as a Vice President of the Applications Software Division of
Pansophic Systems.
David McCann has served as our Executive Vice President, Global Operations
Worldwide since April 2000. From March 1999 until April 2000, he was our Vice
President, Americas Operations. Mr. McCann was President and Chief Executive
Officer of SOS Communications Inc, a wireless services company, from July 1998
to March 1999. He served as Vice President and General Manager of a division of
Subscriber Computing, Inc., a telecommunications applications software company,
from January 1998 to June 1998 and Vice President and General Manager of the
Spatialware Division of Mapinfo Corporation from July 1996 to November 1997. Mr.
McCann also served as Vice President of Worldwide Marketing for the Client
Server Division of Unisys Corporation from March 1993 to June 1996.
Steven L. Johnson has served as our Vice President, Finance and Chief
Financial Officer since December 1998. From August 1988 to June 1998, he was
employed by Subscriber Computing, Inc., an application software company serving
the wireless telecommunications market. From June 1993 to June 1998, Mr. Johnson
served as Subscriber Computing's Vice President and Chief Financial Officer.
William A. Philbin has served as our Vice President, Internet Business
Development since April 2000. Mr. Philbin was our Vice President, Marketing from
August 1998 until April 2000. From February 1996 until August 1998, he was our
Vice President Research and Development. Mr. Philbin was employed by Progress
Software Corporation from March 1992 to February 1996, where he served in
several positions, including Director of Midrange Systems.
Paul G. Van Den Berg has served as our Vice President, Product Management
since November 1999. Mr. Van Den Berg was our Vice president, Business
Development from April 1999 until November 1999. From October 1996 to April
1999, he held regional sales and business development positions with MapInfo
Corporation, a provider of desktop and enterprise software for mapping
solutions. From March 1993 to September 1996 he served as Director of Business
Development for the Spatial Technology Group of Unysis Corporation.
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Fred B. Cox has served as a director of Continuus since 1994, prior to
which Mr. Cox served as our President for four years. He is currently the
Chairman of the Board of Directors and co-founder of Emulex Corporation, a
publicly traded designer and manufacturer of products which enhance access to
and storage of electronic data and applications.
Kevin G. Hall has served as a director of Continuus since 1994. Mr. Hall is
a general partner of Norwest Venture Partners, a private investment firm, where
he focuses on software, communications and semiconductors.
A. Barry Patmore has served as a director of Continuus since April 1999.
Mr. Patmore has been a venture partner of Brentwood Venture Capital, a private
investment firm, since April 1999. Mr. Patmore was employed by Andersen
Consulting from 1966 to February 1999, where he served in several positions,
including Office Managing Partner of Southern California and Worldwide Managing
Partner in two divisions. Mr. Patmore is currently a member of the board of
directors of KCET, a public television station and LetsTalk.com, a specialty
retailer of wireless and cellular products.
Stewart A. Schuster has served as a director of Continuus since May 1997.
Dr. Schuster has been a venture partner of Brentwood Venture Capital, since
December 1995. Dr. Schuster served as Executive Vice President of Marketing at
Sybase, Inc., a database solutions company, from 1986 to 1995.
BOARD COMMITTEES
Continuus currently has an Audit Committee and Compensation Committee of
its Board of Directors.
The Audit Committee meets with Continuus' independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements; recommends to the Board the independent auditors to be retained; and
receives and considers the accountants' comments as to controls, adequacy of
staff and management performance and procedures in connection with audit and
financial controls. The Audit Committee is composed of two non-employee
directors: Messrs. Hall and Schuster. It met once during the 1999 fiscal year.
The Compensation Committee makes recommendations concerning salaries and
incentive compensation, awards stock options to employees and consultants under
Continuus' stock option plans and otherwise determines compensation levels and
performs such other functions regarding compensation as the Board may delegate.
The Compensation Committee is composed of two non-employee directors: Messrs.
Hall and Schuster. Until April 16, 1999, Mr. Cox also served on the Compensation
Committee. It met once and acted by unanimous written consent five times during
the 1999 fiscal year.
COMPENSATION OF DIRECTORS
Each non-employee director of Continuus receives a per meeting fee of
$2,000 (plus $500 for each committee meeting attended by committee members). In
the fiscal year ended December 31, 1999, the total compensation paid to
non-employee directors was $20,000. The members of the Board of Directors are
also eligible for reimbursement for their expenses incurred in connection with
attendance at Board meetings in accordance with Company policy.
Each non-employee director of Continuus also receives stock option grants
under Continuus' 1997 Equity Incentive Plan (the "1997 Plan"). Options granted
under the 1997 Plan to non-employee directors are intended by Continuus not to
qualify as incentive stock options under the Internal Revenue Code of 1986, as
amended (the "Code").
Option grants to non-employee directors under the 1997 Plan are
non-discretionary. On the date of each annual meeting of stockholders, but
following such annual meeting, each member of Continuus' Board of Directors who
is not an employee of Continuus is granted under the 1997 Plan an option to
purchase 7,500 shares of Common Stock of Continuus. The exercise price of
options granted under the 1997 Plan is 100% of the fair market value of the
Common Stock subject to the option on the date of the option grant. The options
granted to the non-employee directors under the 1997 Plan vest on the date upon
which such director has
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provided one year of continuous service as a non-employee director following the
date of grant of such option. In the event of a change in control, as defined in
the 1997 Plan, the surviving entity must either assume or substitute the
options. If the surviving entity does not assume or substitute the options, the
vesting of the options shall be accelerated prior to the change in control and
they shall be terminated if not exercised prior to the change in control.
During the last fiscal year, Continuus granted options covering 7,500
shares to each non-employee director of Continuus, at an exercise price per
share of $4.375. The fair market value of such Common Stock on the date of grant
was $4.375 per share (based on the closing sales price reported on the Nasdaq
National Market for the date of grant).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of Continuus' Common Stock as of October 23, 2000 by: (i) each director; (ii)
each of the executive officers named in the Summary Compensation Table; (iii)
all executive officers and directors of Continuus as a group; and (iv) all those
known by Continuus to be beneficial owners of more than five percent of its
Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
-------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
---------------- ---------- -----------
<S> <C> <C>
Kevin G. Hall(2)............................................ 1,853,721 16.6%
Norwest Equity Partners IV
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
Entities affiliated with Norwest Equity Partners IV(3)...... 1,824,889 16.4%
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
London Pacific Life & Annuity Company(6).................... 1,078,166 9.7%
3109 Poplarwood Court, Suite 108
Raleigh, NC 27604
Stewart A. Schuster(4)...................................... 699,856 6.3%
Brentwood Associates VI, L.P.
3000 Sand Hill Road, Building One,
Suite 260
Menlo Park, CA 94025
Fred B. Cox(8).............................................. 714,692 6.4%
2 Rue Grimaldi Way
Henderson, NV 89011
Entities affiliated with Brentwood Associates VI, L.P.(5)... 665,718 6.0%
3000 Sand Hill Road, Building One,
Suite 260
Menlo Park, CA 94025
Advanced Technology Ventures III(7)......................... 650,558 5.8%
485 Ramona Street, Suite 200
Palo Alto, CA 94301
Entities affiliated with Accel IV, L.P.(9).................. 563,582 5.0%
428 University Avenue
Palo Alto, CA 94301
John R. Wark(10)............................................ 522,896 4.5%
William A. Philbin(11)...................................... 171,096 1.5%
</TABLE>
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<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
-------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
---------------- ---------- -----------
<S> <C> <C>
Steven L. Johnson(12)....................................... 128,420 1.1%
David McCann(13)............................................ 129,434 1.2%
Paul Van Den Berg(14)....................................... 77,123 *
A. Barry Patmore(15)........................................ 13,125 *
All executive officers and directors as a group (9
persons).................................................. 4,310,363 36.0%
</TABLE>
---------------
* Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission (the "SEC"). Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, Continuus believes that each of the stockholders named in this
table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
11,130,314 shares outstanding on October 23, 2000, adjusted as required by
rules promulgated by the SEC.
(2) Includes 1,824,889 held by the entities listed in note 3 below and 28,832
shares subject to options exercisable within 60 days of October 23, 2000.
Mr. Hall is a general partner of Itasca Partners and Itasca Partners V,
LLP, the general partners of the entities listed in note 3 below. Mr. Hall
disclaims beneficial ownership of the shares held by the entities listed in
note 3 below, except to the extent of his direct pecuniary interest in the
shares.
(3) Includes 11,815 shares subject to warrants exercisable within 60 days of
October 23, 2000; includes 774,303 shares held by Norwest Equity Partners V
and 9,723 shares subject to warrants exercisable within 60 days of October
23, 2000 held by Norwest Equity Partners V.
(4) Includes 30,601 shares subject to options exercisable within 60 days of
October 23, 2000 and 650,226 shares held by the entities listed in note 5
below. Dr. Schuster disclaims beneficial ownership of the shares held by
the entities listed in note 5 below.
(5) Includes 15,492 shares subject to warrants exercisable within 60 days of
October 23, 2000. Brentwood VI Ventures, L.P. is the general partner of
Brentwood Associates VI, L.P. The general partners of Brentwood VI
Ventures, L.P. are deemed to beneficially own the shares held by Brentwood
Associates VI, L.P. and therefore have voting and investment power of the
shares. The general partners of Brentwood VI Ventures, L.P. disclaim
beneficial ownership of the shares, except to the extent of their direct
pecuniary interest in the shares. Dr. Schuster, a director of Continuus, is
affiliated with Brentwood VI Ventures, L.P.
(6) All 1,078,167 shares are subject to a senior secured convertible debenture
with a conversion price of $5.57 per share held by London Pacific Life &
Annuity Company which may be converted at any time at the option of London
Pacific.
(7) Includes 10,031 shares subject to warrants exercisable within 60 days of
October 23, 2000.
(8) Includes 662,109 shares held by the Melita Company, LLC. Also includes
52,583 shares subject to options exercisable within 60 days of October 23,
2000.
(9) Includes 6,271 shares subject to outstanding warrants exercisable within 60
days of October 23, 2000, 24,399 shares held by Accel Investors '95 L.P.,
294 shares subject to outstanding warrants exercisable within 60 days of
October 23, 2000 held by Accel Investors '95 L.P, 10,779 shares held by
Accel Keiretsu L.P., 130 shares subject to outstanding warrants exercisable
within 60 days of October 23, 2000 held by Accel Keiretsu L.P., 1,750
shares held by Ellmore C. Patterson Partners and 150 shares subject to
outstanding warrants exercisable within 60 days of October 23, 1999 held by
Ellmore C. Patterson Partners.
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(10) Includes restricted stock award of 125,000 and 397,896 shares subject to
options exercisable within 60 days of October 23, 2000.
(11) Includes restricted stock award of 65,000 and 106,096 shares subject to
options exercisable within 60 days of October 23, 2000.
(12) Includes restricted stock award of 75,000 and 53,420 shares subject to
options exercisable within 60 days of October 23, 2000.
(13) Includes restricted stock award of 75,000 and 54,434 shares subject to
options exercisable within 60 days of October 23, 2000.
(14) Includes restricted stock award of 30,000 and 47,123 shares subject to
options exercisable within 60 days of October 23, 2000.
(15) Includes 13,125 shares subject to options exercisable within 60 days of
October 23, 2000.
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COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows for the fiscal years ended December 31, 1999 and
1998, compensation awarded or paid to, or earned by, Continuus' Chief Executive
Officer and its other four most highly compensated executive officers at
December 31, 1999 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
-------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS OPTIONS COMPENSATION
POSITION YEAR ($) ($) (#) ($)(2)
------------------ ---- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
John R. Wark
President and Chief 1999 175,000 40,000 125,472
Executive Officer.................. 1998 175,000 50,000 42,453
William A. Philbin
Vice President, 1999 150,000 15,000 20,000
Engineering........................ 1998 142,096 -- 46,226
Steven L. Johnson
Vice President, Finance and Chief
Financial Officer............... 1999 140,000 9,000 25,000
David McCann
Vice President, Americas
Operations...................... 1999 114,985 49,282 171,510
Geoffrey W. Haggart
Former Vice President, 1999 137,411 138,195 34,434 14,549
European Operations (3)............ 1998 124,342 95,739 47,736 14,921
</TABLE>
---------------
(1) As permitted by the rules promulgated by the Securities Exchange Commission,
no amounts are shown for 1997.
(2) Consists of a car allowance for Mr. Haggart.
(3) Mr. Haggart resigned from Continuus in April 2000.
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STOCK OPTION GRANTS AND EXERCISES
Continuus grants options to its executive officers under its 1997 Equity
Incentive Plan. As of October 15, 2000, options to purchase a total of 3,318,356
shares were outstanding under the Incentive Plan and options to purchase 134,474
shares remained available for grant thereunder. Options generally have a term of
ten years and vest over a period of four years.
The following tables show for the fiscal year ended December 31, 1999,
certain information regarding options granted to, exercised by, and held at year
end by, the Named Executive Officers:
OPTIONS GRANTED IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------- VALUE AT ASSUMED
% TOTAL ANNUAL RATES
NUMBER OF OPTIONS OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM
OPTIONS IN FISCAL PRICE EXPIRATION ---------------------
NAME GRANTED YEAR(2) ($/SH) DATE 5%($) 10%($)
---- ---------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
John R. Wark......................... 75,472 5.3% 6.630 02/15/09 315,239 795,603
50,000 3.5% 4.375 10/22/09 137,812 347,812
Steven L. Johnson.................... 25,000 1.8% 4.375 10/22/09 68,906 173,906
David McCann......................... 139,623 9.9% 6.630 03/24/09 583,191 1,471,863
1,887 0.1% 8.000 04/09/09 9,510 24,002
30,000 2.1% 4.375 10/22/09 82,687 208,687
William A. Philbin................... 20,000 1.4% 4.375 10/22/09 55,125 139,215
Geoffrey W. Haggart.................. 9,434 0.7% 3.980 01/15/09 23,654 59,700
25,000 1.8% 4.375 10/22/09 68,906 173,906
</TABLE>
---------------
(1) The options referenced above become exercisable over a 4-year period with
25% vesting one year from the date of grant and the remaining shares vesting
in equal monthly installments over the remaining three years.
(2) Based on options to purchase 1,416,360 shares granted to employees in the
fiscal year ended December 31, 1999, including the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FY-END(#) FY-END($)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
---- -------------- ----------- --------------- -----------------
<S> <C> <C> <C> <C>
John R. Wark................. -- -- 335,671/137,462 3,313,661/478,806
Steven L. Johnson............ -- -- 33,019/124,057 330,520/1,182,186
David McCann................. -- -- 28,892/142,618 155,150/823,375
William A. Philbin........... -- -- 75,814/68,714 790,738/600,818
Geoffrey W. Haggart.......... 500 39,175 42,428/75,414 352,659/703,012
</TABLE>
---------------
(1) Fair market value of Continuus' Common Stock at December 31, 1999 ($12.00
per share) minus the exercise price of the options.
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<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS ON EXECUTIVE COMPENSATION
During 1999, the Compensation Committee (the "Committee") was comprised of
Messrs. Hall and Schuster. The Committee is responsible for setting and
administering Continuus' policies governing annual executive salaries, bonuses
(if any) and stock ownership programs. The Committee evaluates the performance
of management and determines the compensation of the Chief Executive Officer
("CEO") and the other executive officers of Continuus based upon the
accomplishment of defined objectives in Continuus' research and product
development programs and achievement of financial targets. The full Board of
Directors reviews the Committee's recommendations regarding the compensation of
the CEO and the other executive officers, except that Mr. Wark does not
participate in the review of his compensation as CEO.
EXECUTIVE OFFICER COMPENSATION PROGRAM
Continuus' executive officer compensation program consists of base salary,
bonus and long-term compensation in the form of stock options. Continuus'
executive officer compensation program is designed to achieve the following
objectives:
- Attract, retain and motivate quality executives who possess the necessary
leadership and management skills.
- Provide an incentive to advance the research and development of
Continuus' software products.
- Emphasize stock-based compensation to provide longer-term motivation by
aligning the executives' interests with those of Continuus and its
stockholders.
Compensation is based on the level of job responsibility and the level of
the individual's performance as well as Continuus' performance. The Committee
endeavors to set executive compensation within a range which the Committee
believes is comparable to the average range of compensation set by companies of
comparable size and stage of development in the software industry. The group of
comparable companies is not necessarily the same as the companies reflected in
the market indices included in the performance graph on page 50 of this report.
The Committee believes that Continuus' executive compensation program
reflects the principles described above and provides executives strong
incentives to maximize Company performance and enhance stockholder value. The
Committee believes that a stock option program to reward performance is an
appropriate method of executive compensation, with relatively modest increases
in base compensation.
BASE SALARY
Base salary levels for each of Continuus' executive officers are reviewed
annually. Continuus applies various subjective criteria, including performance
of the individual and Continuus and relative responsibility and experience, to
determine appropriate base salaries. In evaluating Company performance, the
Committee considers the meeting of certain product milestones, achieving certain
corporate objectives (related to financings, collaborations and other strategic
transactions) and organizational effectiveness. In addition, Continuus compares
its executives' base salaries to management salaries at companies in the
software industry, in comparable geographic areas and at similar stages of
growth and considers industry surveys regarding executive compensation. The
Committee uses these criteria as a frame of reference for annual salary
adjustments although other factors are considered, as appropriate, and no
specific weights are ascribed to the factors considered by the Committee.
LONG-TERM INCENTIVE COMPENSATION
Continuus' long-term incentive program includes stock options and other
awards granted under the 1997 Plan. Stock options are an important part of
Continuus' performance-based compensation. Option grants include vesting periods
(generally over four years) to encourage key employees to continue in the employ
of
11
<PAGE> 12
Continuus. Through option grants, executives receive significant equity
incentives to build long-term stockholder value.
The Committee believes that providing management a substantial economic
interest in the long-term appreciation of Continuus' Common Stock further aligns
the interests of stockholders and management. The size of option grants to an
individual is primarily determined by such individual's position within
management of Continuus, as well as competitive practices at software companies
of comparable size. The Committee also considered the size of grants to
individuals in previous years and internal relativity.
Section 162(m) of the Code limits Continuus to a deduction for federal
income tax purposes of no more than $1 million paid to certain Named Executive
Officers in a taxable year. Compensation above $1 million may be deducted if it
is "performance-based compensation" within the meaning of the Code. The
Compensation Committee intends to continue to evaluate the effects of Code
Section 162(m) and to comply with the requirements of that statute to the extent
consistent with the best interests of Continuus. The Compensation Committee
believes that at the present time it is unlikely that the compensation paid to
any Named Executive Officer in a taxable year which is subject to the deduction
limit will exceed $1 million. Therefore, the Compensation Committee has not yet
established a policy for determining which forms of incentive compensation
awarded to Named Executive Officers will be designed to qualify as performance-
based compensation.
CEO COMPENSATION
During 1999, the total compensation program for Mr. John Wark, Chief
Executive Officer of Continuus, was largely based on the same components as for
other senior executives of Continuus. Each year the Committee reviews the Chief
Executive Officer's existing compensation arrangement, the individual
performance for the calendar year under review, as well as Continuus'
performance relative to its peers.
In December 1999, the Committee reviewed the achievement of objectives for
1999 and determined to maintain Mr. Wark's base annual salary for 2000 at
$175,000 and granted him a year-end bonus of $100,000.
From the members of the Compensation Committee of Continuus Software
Corporation:
Kevin G. Hall
Stewart A. Schuster
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<PAGE> 13
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS
On May 31, 1997, we entered into a President/CEO Change in Control
Severance Benefits Agreement with John R. Wark. The severance benefit agreement
provides that upon a change in control of Continuus, and the subsequent
termination without cause of Mr. Wark's employment, he is entitled to a
continuation of base salary for twelve months, payment of his applicable target
bonus, accelerated vesting of options and continued health care benefit coverage
as permitted by COBRA, Internal Revenue Code Section 4980B.
We have entered into Executive Change in Control Severance Benefits
Agreements with each of William A. Philbin, Steven L. Johnson, David McCann and
Paul Van Den Berg. The agreements provide that upon a change in control of
Continuus, and if these executives are subsequently terminated without cause,
they are entitled to a continuation of base salary for between six and nine
months, a portion of their target bonus, continued or accelerated vesting of
options and continued health care benefit coverage as permitted by COBRA.
Under the terms of the President/CEO Change in Control Severance Benefits
Agreement and the Executive Change in Control Severance Benefits Agreements, a
change in control includes: (i) a sale of all or substantially all our assets;
(ii) a merger in which we are not the surviving corporation; (iii) a reverse
merger where we are the surviving entity, but our common stock outstanding
immediately prior to the merger is converted into other property; and (iv) the
acquisition of the securities representing at least the beneficial ownership of
50% of the combined voting power entitled to elect our directors.
In August 2000, the Continuus granted an aggregate of 370,000 shares of
Common Stock pursuant to restricted stock bonus awards under the it's 1997 Plan
to the following executive officers.
<TABLE>
<CAPTION>
STOCK HOLDER NUMBER OF SHARES
------------ ----------------
<S> <C>
John Wark.......................................... 125,000
Steven Johnson..................................... 75,000
David McCann....................................... 75,000
William Philbin.................................... 65,000
Paul Van Den Berg.................................. 30,000
</TABLE>
Under the terms of the awards, the Continuus has a right to repurchase the
unvested portion of the Common Stock subject to the awards in the event the
holder's continuous service with Continuus is terminated. One hundred percent
(100%) of the shares subject to the restricted stock bonus awards shall vest on
August 3, 2005. In the event of a change in control of Continuus, including the
acquisition of at least 50% of Continuus' voting power, the its right to
repurchase the stock subject to the awards shall lapse in full.
On October 25, 2000, each of Messrs. Wark, Philbin, Van Den Berg, and
McCann entered into an amendment to his change in control severance benefits
agreements (each, a "Change in Control Amendment") with Telelogic in connection
with the Offer.
Under the Change in Control Amendments, each of Messrs. McCann, Philbin,
Van Den Berg, and Wark has agreed for a limited period of time following the
Effective Time not to compete with Continuus' business, not to solicit for
employment Continuus employees and not to disclose confidential information, in
each case subject to certain limitations. In addition, each of Messrs. McCann,
Philbin, Van Den Berg, and Wark has agreed to the cancellation of each of his
vested and unvested stock option awards and unvested restricted stock awards as
of the Effective Time.
In consideration of the non-competition, non-solicitation, confidentiality,
award cancellations and other provisions under each Change in Control Amendment,
Telelogic has agreed to grant each of Messrs. McCann, Philbin, Van Den Berg, and
Wark the right to receive, in cash, (i) at the Effective Time, for each share
subject to an option that was exercisable and outstanding, an amount equal to
the difference between the Merger Consideration and the per Share exercise price
of such option (to the extent the difference is a positive number), (ii) an
amount equal to the difference between the Merger Consideration and the per
Share exercise price of each unvested option held by the executive plus interest
from the Effective Time (to the
13
<PAGE> 14
extent the difference is a positive number), and (iii) for each Share of
restricted stock, an amount equal to the Merger Consideration plus interest from
the Effective Time; provided however, the right to receive the amounts granted
in (ii) and (iii) above shall be held in escrow and be due and payable only
after they become vested. For Messrs. Wark and Philbin, such amounts in (ii) and
(iii) above shall vest 50% on each of March 31 and June 30, 2001. For Messrs.
Van Den Berg and McCann, such amounts in (ii) and (iii) above shall vest 33%,
33% and 34% on each of the Effective Time, March 31, 2001 and June 30, 2001,
respectively. In addition, each of Messrs. McCann, Philbin, Van Den Berg, and
Wark have been guaranteed a portion of their target bonuses for 2001 if they
remain in the employ of Continuus for specified periods of time. Messrs. Wark
and Philbin have been guaranteed 50% of their target, year 2001, bonuses if they
are an employee of Continuus on December 31, 2001. Messrs. Van Den Berg and
McCann have been guaranteed 50% of their target bonuses for the first six months
of 2001 if they are an employee of Continuus on June 30, 2001. Pursuant to the
Change in Control Amendments described herein Messrs. McCann, Philbin, Van Den
Berg, and Wark will each be entitled to receive $86,500, $173,573, $54,200, and
$658,654 as of the Effective Time.
The foregoing descriptions of the Change in Control Amendments of Messrs.
McCann, Philbin, Van Den Berg, and Wark are qualified in their entirety by the
terms of each such agreement. Each such agreement has been filed as an exhibit
to the Schedule TO, of which this Offer to Purchase constitutes a part, and each
such agreement is hereby incorporated by reference. The foregoing documents
which have been attached as exhibits to the Schedule TO may be examined at, and
may be obtained from, the offices of the SEC in the same manner as set forth in
Section 8 above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Two of our directors, Kevin G. Hall and Stewart A. Schuster, are affiliated
with holders of more than 5% of our capital stock. Mr. Hall is a general partner
of Itasca Partners, the general partner of Norwest Equity Partners V and Norwest
Equity Partners IV. Dr. Schuster is a venture partner of Brentwood Associates
VI, L.P. In the transactions described below, neither Mr. Hall nor Dr. Schuster
received securities as individuals.
In April 1999, we entered into a loan agreement with Silicon Valley Bank
for a revolving line of credit of up to $2,000,000. Four stockholders who
beneficially own more than 5% of our capital stock guaranteed the amounts we
borrowed under the loan agreement. As consideration for the guaranties of the
stockholders, we issued warrants to purchase our common stock in the following
amounts:
<TABLE>
<CAPTION>
NUMBER OF
DIRECTORS/5% STOCKHOLDERS WARRANT SHARES
------------------------- --------------
<S> <C>
Norwest Equity Partners, V(1)........................ 21,538
Brentwood Associates VI, L.P......................... 15,492
Accel IV L.P.(2)..................................... 10,031
Advanced Technology Partners III..................... 6,845
</TABLE>
---------------
(1) Includes 11,815 warrant shares held by Norwest Equity Partners, IV.
(2) Includes 294 warrant shares held by Accel Investors "95 L.P., 130 warrant
shares held by Accel Keiretsu L.P. and 150 warrant shares held by Ellmore C.
Patterson Partners.
14
<PAGE> 15
In the event the stockholders guaranteeing the amounts borrowed under the
loan agreement must make a payment to Silicon Valley Bank, we will issue each
paying stockholder additional warrants to purchase our common stock in the
following amounts:
<TABLE>
<CAPTION>
NUMBER OF
DIRECTORS/5% STOCKHOLDERS WARRANT SHARES
------------------------- --------------
<S> <C>
Norwest Equity Partners, V(1)........................ 14,358
Brentwood Associates VI, L.P......................... 10,328
Accel IV L.P.(2)..................................... 4,563
Advanced Technology Partners III..................... 6,687
</TABLE>
---------------
(1) Includes 7,876 warrant shares we would issue to Norwest Equity Partners, IV.
(2) Includes 196 warrant shares we would issue to Accel Investors "95 L.P., 86
warrant shares we would issue to Accel Keiretsu L.P. and 100 warrant shares
we would issue to Ellmore C. Patterson Partners.
Continuus granted the restricted stock bonus awards described in
"Employment, Severance and Change of Control Agreements."
Continuus has entered into indemnity agreements with certain officers and
directors which provide, among other things, that Continuus will indemnify such
officer or director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines and settlements he may be
required to pay in actions or proceedings which he is or may be made a party be
reason of his position as a director, officer or other agent of Continuus, and
otherwise to the full extent permitted under Delaware law and Continuus' Bylaws.
15
<PAGE> 16
PERFORMANCE MEASUREMENT COMPARISON(1)
The following graph shows the total stockholder return of an investment of
$100 in cash on July 29, 1999 through December 31, 1999 for (i) Continuus'
Common Stock, (ii) the Nasdaq National Market and (iii) the Nasdaq Computer &
Data Processing Index (the "Nasdaq Computer Index"). All values assume
reinvestment of the full amount of all dividends and are calculated as of
December 31 of each year:
PERFORMANCE GRAPH
---------------
(1) This Section is not "soliciting material," is not deemed filed with the SEC,
and is not to be incorporated by reference into any filing of Continuus
under the 1933 Act or the 1934 Act, whether made before or after the date
hereof and irrespective of any general incorporation language in such
filing.
(2) The Nasdaq Computer and Data Processing Index is made up of all companies
with the Standard Industrial Classification (SIC) code 737 (category
description "Computer Programming, Data Processing, and Other Computer
Related Services"). Information regarding the companies comprising this
index is available upon written request to Secretary, Continuus Software
Corporation, 9401 Jeronimo Road, Irvine, California 92618.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires Continuus' directors and executive officers, and persons who own more
than ten percent of a registered class of Continuus' equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of Continuus. Officers, directors and
greater than ten percent stockholders are required by SEC regulation to furnish
Continuus with copies of all Section 16(a) forms they file.
To Continuus' knowledge, based solely on a review of the copies of such
reports furnished to Continuus and written representations that no other reports
were required, during the fiscal year ended December 31, 1999, all Section 16(a)
filing requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with; except that one report, covering
an aggregate of one transaction, was
16
<PAGE> 17
filed late by Mr. Haggart and an initial report of ownership was filed late by
each of Messrs. Cox, Zechter, Schuster, Hall, Haggart, Patmore, Carrigan, Wark,
Johnson, McCann and Philbin and Norwest Equity Partners IV, entities affiliated
with Brentwood Associates VI LP and entities affiliated with Advanced Technology
Ventures III.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of our executive officers serves as a member of the board of directors
or compensation committee of any entity that has one or more executive officers
serving as a member of our board of directors or compensation committee.
SCHEDULE I
As of the date of this Information Statement, the Purchaser has not
determined who will be the Purchaser Designees. However, such Purchaser
Designees will be selected from the following list of directors and executive
officers of Purchaser or its affiliates. The information contained herein
concerning Purchaser and its directors and executive officers and those of its
affiliates has been furnished by Purchaser and Raindrop. Continuus assumes no
responsibility for the accuracy or completeness of such information.
The name, present principal occupation or employment and five-year
employment history of each of the persons is set forth below. None of the
persons listed below owns any Common Stock or has engaged in any transactions
with respect to Common Stock during the past 60 days. During the last five
years, none of the persons listed below has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor was such
person a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws. None of the persons listed below (i) is currently a director of,
or holds any position with, Continuus (ii) has a familial relationship with any
of the directors or executive officers of Continuus or (iii) based on
information provided to Continuus by Purchaser (which is to the best of
Purchaser's knowledge), beneficially owns any securities (or rights to acquire
any securities) of Continuus. Continuus has been advised by Purchaser that, to
the best of Purchaser's knowledge, none of the persons listed below has been
involved in any transaction with Continuus or any of its directors, executive
officers or affiliates which is required to be disclosed pursuant to the rules
and regulations of the Commission.
DIRECTORS AND EXECUTIVE OFFICERS OF
TELELOGIC AND PURCHASER
DIRECTORS AND EXECUTIVE OFFICERS OF TELELOGIC.
The following table sets forth the name, present principal occupation or
employment and material occupations, positions, offices or employments for the
past five years of each director and executive officer of Telelogic. Unless
otherwise indicated, the current business address of each person is P.O. Box
4128, SE-203 12 Malmo, Sweden. Unless otherwise indicated, each such person is a
citizen of Sweden and each occupation set forth opposite an individual's name
refers to employment with Telelogic.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
------------ -----------------------------------------------------------
<S> <C>
Anders Lidbeck, 38................... President and Chief Executive Officer since October, 1998.
Director since February, 1999. Mr. Lidbeck was previously
employed as Sales Director of Telia Megacom from July,
1996, to September, 1998, and as Sales and Marketing
Director of ICL Industry Systems Europe from January, 1995,
to June, 1996.
</TABLE>
17
<PAGE> 18
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
------------ -----------------------------------------------------------
<S> <C>
H degreesakan Tjarnemo, 40........... Chief Financial Officer since February, 1998. Mr. Tjarnemo
was previously employed as Financial Director of
Beijer/Alma AB from March, 1994, to January, 1998.
Ingemar Ljungdahl, 47................ Chief Technology Officer since October, 1999. Chief
Operation Officer from January, 1998, to October, 1999.
President from July, 1991, to December, 1997.
H degreesakan Rippe, 32.............. Executive Vice President, Business Development, since
November, 1999. General Manager Professional Services from
January, 1999, to October, 1999. Mr. Rippe was previously
employed as a management consultant by Guide Konsult AB
(Stockholm, Sweden) from June, 1996, to December, 1998, and
as a business analyst by Investment AB Bure (Gothenburg,
Sweden) from August, 1994, to June, 1996.
Sverker Hannervall, 40............... Executive Vice President, Global Sales, since September,
2000. Executive Vice President, Marketing, from October,
1999, to August, 2000. Mr. Hannervall was previously
employed as Managing Director of Sigma Applications AB from
September, 1998, to September, 1999; as Managing Director
of CODA Nordic from May, 1997, to September, 1999; and as
Assistant General Manager of Responsor AB from 1996, to
1997.
Kjell Sp degreesangberg, 47.......... Director since March, 2000. Mr. Sp degreesangenberg is a
Itaraview Road partner in the international venture capital firm Emerging
Tiburon, California 94920 Technologies Ltd., a position he has held for the past five
years.
Bo Wahlstrom, 51..................... Director since March, 1998. Mr. Wahlstrom is currently
Mantor AB employed as President of Mantor AB (Goteborg, Sweden). He
Datavagen 10D, has served in that capacity for the past five years.
436 32 Askim, Sweden
Kjell Duveblad, 46................... Director since October, 1998. Mr. Duveblad is currently
Oracle Svenska AB employed as Vice President Norden of Oracle Norden
Faregatan 7 (Stockholm, Sweden). He has served in that capacity since
164 28 Kista, Sweden 1993.
Lars Ahlman, 41...................... Director since March, 1998. Since 1995, Mr. Ahlman has
Respons Konsult AB owned and operated his own investment company, Respons AB
Nybrokajen 7, (Stockholm, Sweden).
111 48 Stockholm, Sweden
Lars Spongberg, 55................... Director since March, 2000. Mr. Spongberg is currently a
Nordic Capital partner in the private equity group Nordic Capital. He was
Stureplan 4A, previously employed as the Chief Executive Officer of
114 35 Stockholm, Sweden Spectra-Phyfises AB (Stockholm, Sweden) from August, 1996,
to July, 1999, and as Senior Vice President, Asia Region,
of Autoliv AB (Stockholm, Sweden) from March, 1995, to
July, 1996.
</TABLE>
18
<PAGE> 19
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
------------ -----------------------------------------------------------
<S> <C>
Mats Lonnqvist, 46................... Director since March, 2000. Mr. Lonnqvist is currently a
Ratos AB Senior Investment Manager at Ratos AB, where he has worked
Drottninggutan 2 since May of this year. He was previously employed as
11 96 Stockholm, Sweden Executive Vice President and Chief Financial Officer of
Esselte AB (Stockholm, Sweden) from August, 1997, until
April, 2000; as Senior Vice President and Chief Financial
Officer of Biacore International AB (Stockholm, Sweden)
from June, 1996, to July, 1997; and as Managing Director of
Resolvator AB (Stockholm, Sweden) from February, 1984, to
May, 1996.
Stefan Wigren, 43 Director since February, 1999. Mr. Wigren is a private
investor and was employed as President of Front Capital
System AM (Stockholm, Sweden) from February, 1989, to
October, 1999.
Erik Froberg, 43..................... Director since October, 1998. Mr. Froberg is currently the
Belle Systems A/S President and Chief Operating Officer of Belle Systems A/S,
400 Northpark Town Center a position he has held since January, 2000. From March,
1000 Abernathy Road, Suite 1800 1999 to January, 2000, Mr. Froberg was a Special Advisor
Atlanta, Georgia 30328 for General Atlantic Partners; between August, 1996 and
March, 1999 he served in various capacities at LHS Group,
including Advisor to the Chairman and Chief Executive
Officer; and from February, 1985 to July, 1996 as Executive
Vice President, Cape Gemini Sogeti Group.
</TABLE>
19
<PAGE> 20
DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER.
The following table sets forth the name, present principal occupation or
employment and material occupations, positions, offices or employments for the
past five years of each director and executive officer of the Purchaser. Unless
otherwise indicated, the current business address of each person is P.O. Box
4128, SE-203 12 Malmo, Sweden. Unless otherwise indicated, each such person is a
citizen of Sweden and each occupation set forth opposite an individual's name
refers to employment with the Purchaser.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND AGE MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
------------ -----------------------------------------------------------
<S> <C>
Anders Lidbeck, 38................... President and Director since Purchaser's formation in
October 2000. Mr. Lidbeck has also been President and Chief
Executive Officer of Telelogic since October, 1998, and has
been a Director of Telelogic since February, 1999. He was
previously employed as Sales Director of Telia Megacom from
July, 1996, to September, 1998, and as Sales and Marketing
Director of ICL Industry Systems Europe from January, 1995,
to June, 1996.
H degreesakan Rippe, 32.............. Chief Financial Officer, Secretary and Director since
Purchaser's formation in October 2000. Mr. Rippe has also
been Executive Vice President, Business Development, of
Telelogic since November, 1999. He served as Telelogic's
General Manager, Professional Services, from January, 1999,
to October, 1999. He was previously employed as a
management consultant by Guide Konsult AB (Stockholm,
Sweden) from June, 1996, to December, 1998, and as a
business analyst by Investment AB Bure (Gothenburg, Sweden)
from August, 1994, to June, 1996.
</TABLE>
20
