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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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. 3 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 8. ADDITIONAL INFORMATION
Item 8 is hereby amended and supplemented by adding the following:
On November 29, 2000, Telelogic AB announced the completion of the Offer to
Purchase. The Offer to Purchase expired at 12:00 midnight EST on Tuesday,
November 28, 2000, at which time approximately 9,364,418 Shares were validly
tendered, including guaranteed deliveries. After payment for the deposited
shares, Purchaser will own approximately 84.6% of the Shares.
Purchaser also announced that it will provide a subsequent offering period of
five business days for the Offer to Purchase, which will commence at 9:00 a.m.
EST on Wednesday, November 29, 2000 and expire at 5:00 p.m. EST on Tuesday,
December 5, 2000.
ITEM 9. EXHIBITS
Item 9 is hereby amended and supplemented by adding the following exhibits that
are incorporated herein by reference.
Exhibit 19 -- Press release issued by Telelogic AB and the Company on
November 27, 2000.
Exhibit 20 -- Press release issued by Telelogic AB and the Company on
November 29, 2000.
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
Date: November 30, 2000
/s/ STEVEN L. JOHNSON
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By: Steven L. Johnson
Vice President, Finance and
Chief Financial Officer
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