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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 29, 2000
TELELOGIC CONFIGURATION MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-26797 43-1070080
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) dentification Number)
9401 JERONIMO ROAD, IRVINE CA 92618
(Address of principal executive offices) (Zip Code)
(949) 830-8022
(Registrant's telephone number, including area code)
CONTINUUS SOFTWARE CORPORATION
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 8, 2000, the registrant, formerly known as Continuus Software
Corporation, a Delaware corporation (the "Company"), became a wholly owned
subsidiary of Telelogic AB, a company organized under the laws of Sweden
("Telelogic"), through the transactions described below in this Item 1
(collectively, the "Transaction"). In connection with the Transaction, the
Company's name was changed to Telelogic Configuration Management, Inc.
THE TENDER OFFER. On October 30, 2000, a Tender Offer Statement on Schedule TO
(as amended on November 13, 2000, November 16, 2000, November 22, 2000, November
29, 2000 and December 6, 2000, the "Schedule TO") was filed with the Securities
and Exchange Commission by Telelogic and Raindrop Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of Telelogic ("Purchaser").
The Schedule TO related to the offer by Purchaser to purchase all outstanding
shares of common stock of the Company, par value $.001 per share (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 the Offer to Purchase dated
October 30, 2000 (as amended and supplemented, the "Offer to Purchase") and in
the related Letter of Transmittal (which, together with the Offer to Purchase,
collectively constituted the "Offer"). The Offer, as amended, expired by its
terms at 12:00 midnight, New York City time, on November 28, 2000. On November
29, 2000, all conditions to the Offer having been satisfied, Purchaser accepted
for payment all Shares tendered pursuant to the Offer and announced commencement
of a subsequent offering period with an expiration date of 5:00 p.m., New York
City time, on December 5, 2000. At the expiration of the subsequent offering
period, approximately 10,056,256 Shares were validly tendered and not withdrawn
pursuant to the Offer. Such Shares constituted approximately 90.66% of the
outstanding Shares and total cash consideration paid for such tendered Shares
was approximately $34.8 million. Details with respect to the sources of this
consideration are set forth in Item 7 of the Schedule TO, which is hereby
incorporated by reference in this report.
THE MERGER. On December 8, 2000, pursuant to an Agreement and Plan of Merger
dated as of October 25, 2000, Purchaser was merged with and into the Company
(the "Merger"). Pursuant to the terms of the Merger, at the effective time, each
Share issued and outstanding immediately prior to the effective time, other than
Shares held in the treasury of the Company or Shares owned by Purchaser, any
other wholly owned subsidiary of Parent or any wholly owned subsidiary of the
Company (the "Remaining Shares"), was converted into and exchanged for the right
to receive $3.46 in cash, subject to the rights of holders of the Remaining
Shares to seek appraisal of the fair market value thereof pursuant to Section
262 of the General Corporation Law of the State of Delaware. Each share of
common stock of Purchaser issued and outstanding immediately prior to the
Effective Time was converted into one share of common stock, par value $.001 per
share, of the Company. As a result of the Merger, the separate corporate
existence of Purchaser was terminated. The Company, as the surviving
corporation, became a wholly owned subsidiary of Telelogic. Effective as of
December 8, 2000, the name of the Surviving Corporation was changed to Telelogic
Configuration Management, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBIT DESCRIPTION
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1.1 Agreement and Plan of Merger, dated as of October 25, 2000, among the
Company, Telelogic and Purchaser (incorporated by reference to Exhibit
(d)(1) to the Tender Offer Statement on Schedule TO filed by Telelogic
and Purchaser in relation to the Company on October 30, 2000).
3.1 Certificate Of Ownership And Merger, Merging Raindrop Acquisition
Corporation (A Delaware Corporation) With And Into Continuus Software
Corporation.
99.1 Press Release dated December 11, 2000 announcing the closing of the
Transaction.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Telelogic Configuration Management, Inc.
/s/ Hakan Rippe
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Hakan Rippe
Executive Vice President
December 11, 2000
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EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the Securities and
Exchange Commission, are incorporated herein by reference as exhibits hereto.
EXHIBIT DESCRIPTION
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1.1 Agreement and Plan of Merger, dated as of October 25, 2000, among the
Company, Telelogic and Purchaser (incorporated by reference to Exhibit
(d)(1) to the Tender Offer Statement on Schedule TO filed by Telelogic
and Purchaser in relation to the Company on October 30, 2000).
3.1 Certificate Of Ownership And Merger, Merging Raindrop Acquisition
Corporation (A Delaware Corporation) With And Into Continuus Software
Corporation.
99.1 Press Release dated December 11, 2000 announcing the closing of the
Transaction.
