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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
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.
MICHAEL B. MALEDON, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CALIFORNIA 92121
(858) 550-6000
[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY
COMMUNICATIONS MADE BEFORE COMMENCEMENT OF A TENDER OFFER.
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 originally filed with the Securities and Exchange
Commission on October 30, 2000 by Continuus Software Corporation, a Delaware
corporation (the "COMPANY") (as amended and together with the Exhibits and
Annexes thereto, the "SCHEDULE 14D-9"), relating to the tender offer by Raindrop
Acquisition Corp., a Delaware corporation ("PURCHASER") and wholly owned
subsidiary of Telelogic AB, a company organized under the laws of Sweden
("TELELOGIC"), to purchase all of the issued and outstanding shares of common
stock, par value $0.001 per share, of the Company (the "SHARES") at a purchase
price of $3.46 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in Purchaser's Offer to Purchase dated October 30,
2000 (the "OFFER TO PURCHASE") and in the related Letter of Transmittal
(collectively with the Offer to Purchase and any amendments or supplements to
either document, the "OFFER"). Except to the extent amended and supplemented as
set forth below, the information in the Schedule 14D-9 is incorporated herein by
reference. Capitalized terms used and not defined herein shall have the meanings
ascribed to such terms in the Schedule 14D-9.
ITEM 9. ADDITIONAL INFORMATION
Item 8 is hereby amended and supplemented by adding the following:
A copy of the joint press release, dated November 22, 2000, issued by Telelogic
and the Company announcing the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 is attached hereto as
Exhibit 18 and is incorporated herein by reference.
ITEM 9. EXHIBITS
Item 9 is hereby amended and supplemented by adding the following exhibit that
is incorporated herein by reference.
Exhibit 18 Joint Press Release, dated November 22, 2000, issued by
Continuus Software Corporation and Telelogic AB.
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.
CONTINUUS SOFTWARE CORPORATION
/s/ JOHN R. WARK
Date: November 22, 2000 -------------------------------------
By: John R. Wark
President and Chief Executive Officer
