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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
CONTINUUS SOFTWARE CORPORATION
(Name of Subject Company (Issuer))
RAINDROP ACQUISITION CORPORATION
a wholly owned subsidiary of
TELELOGIC AB
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
21218R 10 4
(CUSIP Number of Class of Securities)
Hakan Rippe
Executive Vice President Business Development
Telelogic AB
400 Valley Road, Suite 200
Mt. Arlington, New Jersey 07856
(973) 770-6400
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Paul D. Tosetti
R. Scott Shean
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, CA 90071-2007
Telephone: 213-485-1234
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$42,037,248 $8,408
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* Estimated for purposes of calculating the filing fee only. The filing fee
calculation assumes the purchase of 11,130,314 outstanding shares of common
stock of Continuus Software Corporation at a purchase price of $3.46 per
share. The transaction value also includes (a) the offer price of $3.46 per
share less $1.73 per share (which is the average exercise price of
outstanding options which have an exercise price below $3.46) multiplied by
1,898,577 (which is the number of outstanding options which have an
exercise price below $3.46); (b) the offer price of $3.46 per share less
$1.38 (which is the average purchase price of shares purchaseable under
employee stock purchase plans of Continuus Software Corporation) multiplied
by 80,216 (which is the number of shares purchaseable under the employee
stock purchase plans of Continuus Software Corporation);
and (c) the offer price of $3.46 per share less $0.81 (which is the average
exercise price of outstanding warrants which have an exercise price below
$3.46) multiplied by 28,292 (which is the number of outstanding warrants
which have an exercise price below $3.46). The amount of the filing fee
calculated in accordance with Rule 0-11 of the Securities Exchange Act of
1934, as amended, equals 1/50 of 1% of the transaction value.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
Item 1. Summary Term Sheet
The information set forth in the section of the Offer to Purchase
entitled "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Continuus Software Corporation,
a Delaware corporation ("Continuus" or the "Company"), and the address is 9401
Jeronimo Road, Irvine, California, 92618. The telephone number of the Company is
(949) 830-8022.
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(b) This Statement relates to the offer by Raindrop Acquisition
Corporation (the "Purchaser"), a Delaware corporation and a wholly owned
subsidiary of Telelogic AB, a company organized under the laws of Sweden, to
purchase all outstanding shares of common stock of the Company, par value $.001
per share (the "Shares"), at $3.46 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(l) and (a)(2) (which are herein collectively referred to as the
"Offer"). The information set forth in the introduction to the Offer to Purchase
(the "Introduction") is incorporated herein by reference.
(c) The information concerning the principal market in which the Shares
are traded and certain high and low sales prices for the Shares in such
principal market is set forth in "Price Range of Shares" in the Offer to
Purchase and is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
(a), (b), (c) The information set forth in "Certain Information
Concerning Telelogic and the Purchaser" and Schedule I in the Offer to Purchase
is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i)-(viii), (xii) The information set forth under "Introduction,"
"The Tender Offer," "Background of the Offer; Past Contacts or Negotiations with
Continuus," "Purpose of the Offer; Plans for Continuus," "The Merger Agreement;
Other Arrangements," "Certain Information Concerning Continuus," "Certain
Effects of the Offer" and "Source and Amount of Funds" in the Offer to Purchase
is incorporated herein by reference.
(a)(1) (ix) Not applicable
(a)(1) (x) Not applicable
(a)(1) (xi) Not applicable
(a)(2) (i)-(iv), (vii) The information set forth under "Introduction,"
"Background of the Offer; Past Contacts or Negotiations with Continuus,"
"Purpose of the Offer; Plans for Continuus," "The Merger Agreement; Other
Arrangements," "Certain Information Concerning Continuus," "Certain Effects of
the Offer" and "Source and Amount of Funds" in the Offer to Purchase is
incorporated herein by reference.
(a)(2) (v) Not applicable
(a)(2) (vi) Not applicable
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in "Background of the Offer; Past Contacts or
Negotiations with Continuus," "The Merger Agreement; Other Arrangements,"
"Certain Information
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Concerning Telelogic and the Purchaser" and "Purpose of the Offer; Plans for
Continuus" in the Offer to Purchase is incorporated herein by reference.
Item 6. Purpose of the Tender Offer and Plans or Proposals.
(a), (c)(1), (c)(3-7) The information set forth in "Introduction," "The
Merger Agreement; Other Arrangements," "Purpose of the Offer; Plans for
Continuus," and "Dividends and Distributions" in the Offer to Purchase is
incorporated herein by reference.
(c)(2) None
Item 7. Source and Amount of Funds or Other Consideration.
(a), (d) The information set forth in "Source and Amount of Funds" in
the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
Item 8. Interest in Securities of the Subject Company.
The information set forth in "Introduction," "Certain Information
Concerning Continuus," "Certain Information Concerning Telelogic and the
Purchaser," Schedule I and Schedule II in the Offer to Purchase is incorporated
herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
The information set forth in "Introduction" and "Fees and Expenses" in
the Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
Not applicable
Item 11. Additional Information.
The information set forth in "The Merger Agreement; Other Arrangements"
and "Certain Legal Matters; Regulatory Approvals" in the Offer to Purchase is
incorporated herein by reference.
Item 12. Exhibits.
Exhibit No. Exhibit Name
(a) (1) Offer to Purchase dated October 30, 2000
(a) (2) Letter of Transmittal.
(a) (3) Notice of Guaranteed Delivery.
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(a) (4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a) (5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a) (6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a) (7) Press Release issued by Telelogic AB on October 25,
2000 (incorporated herein by reference to the Schedule TO
filed by Raindrop Acquisition Corporation and Telelogic AB
on October 25, 2000)
(a) (8) Summary Advertisement as published in The Wall Street
Journal on October 30, 2000.
(d) (1) Agreement and Plan of Merger, dated as of October 24,
2000, by and among Telelogic AB, Raindrop Acquisition
Corporation and Continuus Software Corporation.
(d) (2) Tender and Stockholder Support Agreement, dated as of
October 25, 2000, by and among Telelogic AB, Raindrop
Acquisition Corporation and the stockholders listed on Annex A
thereto.
(d) (3) Amendment to the Executive Officer Change in Control
Severance Benefits Agreement dated as of October 25, 2000, by
and among David McCann, Continuus Software Corporation,
Telelogic AB and Raindrop Acquisition Corporation.
(d) (4) Amendment to the Executive Officer Change in Control
Severance Benefits Agreement dated as of October 25, 2000, by
and among Paul Van Den Berg, Continuus Software Corporation,
Telelogic AB and Raindrop Acquisition Corporation.
(d) (5) Amendment to the Executive Officer Change in Control
Severance Benefits Agreement dated as of October 25, 2000, by
and among William Philbin, Continuus Software Corporation,
Telelogic AB and Raindrop Acquisition Corporation.
(d) (6) Amendment to the Executive Officer Change in Control
Severance Benefits Agreement dated as of October 25, 2000, by
and among John R. Wark, Continuus Software Corporation,
Telelogic AB and Raindrop Acquisition Corporation.
(g) Not applicable.
(h) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Raindrop Acquisition Corporation
By: /s/ HAKAN RIPPE
Name: Hakan Rippe
Title: Chief Financial Officer and Secretary
Telelogic AB
By: /s/ HAKAN RIPPE
Name: Hakan Rippe
Title: Executive Vice President Business
Development
Dated: October 30, 2000
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EXHIBIT INDEX
Exhibit No. Exhibit Name
(a) (1) Offer to Purchase dated October 20, 2000
(a) (2) Letter of Transmittal.
(a) (3) Notice of Guaranteed Delivery.
(a) (4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a) (5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a) (6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a) (7) Press Release issued by Telelogic AB on October 25,
2000 (incorporated herein by reference to the Schedule TO
filed by Raindrop Acquisition Corporation and Telelogic AB on
October 25, 2000)
(a) (8) Summary Advertisement as published in The Wall Street
Journal on October 30, 2000.
(d) (1) Agreement and Plan of Merger, dated as of October 25,
2000, by and among Telelogic AB, Raindrop Acquisition
Corporation and Continuus Software Corporation.
(d) (2) Tender and Stockholder Support Agreement, dated as of
October 25, 2000, by and among Telelogic AB, Raindrop
Acquisition Corporation and the stockholders listed on Annex A
thereto.
(d) (3) Amendment to the Executive Officer Change in Control
Severance Benefits Agreement dated as of October 25, 2000, by
and among David McCann, Continuus Software Corporation,
Telelogic AB and Raindrop Acquisition Corporation.
(d) (4) Amendment to the Executive Officer Change in Control
Severance Benefits Agreement dated as of October 25, 2000, by
and among Paul Van Den Berg, Continuus Software Corporation,
Telelogic AB and Raindrop Acquisition Corporation.
(d) (5) Amendment to the Executive Officer Change in Control
Severance Benefits Agreement dated as of October 25, 2000, by
and among William Philbin, Continuus Software Corporation,
Telelogic AB and Raindrop Acquisition Corporation.
Exhibit Index Page 1
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(d) (6) Amendment to the Executive Officer Change in Control
Severance Benefits Agreement dated as of October 25, 2000, by
and among John R. Wark, Continuus Software Corporation,
Telelogic AB and Raindrop Acquisition Corporation.
(g) Not applicable.
(h) Not applicable.
Exhibit Index Page 2
