SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Continuus Software Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
21218R 10 4
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP NO. 21218R 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norwest Equity Partners V, L.P.
Tax Identification No. 41-1799874
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 784,025*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 784,025*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,025*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.76%
12) TYPE OF REPORTING PERSON*
PA
_________________
*Includes 9,723 Warrants to Purchase Common Stock exercisable within
sixty days.
13G
CUSIP NO. 21218R 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itasca Partners V, L.L.P.
Tax Identification No. 41-1799877
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
NUMBER OF (5) SOLE VOTING POWER
SHARES 784,025*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 784,025*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,025*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.76%
12) TYPE OF REPORTING PERSON*
PA
_________________
*Includes 9,723 Warrants to Purchase Common Stock exercisable within
sixty days.
13G
CUSIP NO. 21218R 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Lindahl
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 784,025*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 784,025*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,025*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.76%
12) TYPE OF REPORTING PERSON*
IN
_________________
*Includes 9,723 Warrants to Purchase Common Stock exercisable within
sixty days.
CUSIP NO. 21218R 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George J. Still, Jr.
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 784,025*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 784,025*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,025*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.76%
12) TYPE OF REPORTING PERSON*
IN
_________________
*Includes 9,723 Warrants to Purchase Common Stock exercisable within
sixty days.
CUSIP NO. 21218R 10 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Whaley
Social Security No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 784,025*
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 784,025*
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,025*
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.76%
12) TYPE OF REPORTING PERSON*
IN
_________________
*Includes 9,723 Warrants to Purchase Common Stock exercisable within
sixty days.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Continuus Software Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
108 Pacific, Second Floor
Irvine, CA 92718
Item 2(a) Name of Person Filing:
1. Norwest Equity Partners V, L.L.P.
2. Itasca Partners V, L.L.P.
3. John E. Lindahl
4. George J. Still, Jr.
5. John P. Whaley
Item 2(b) Address of Principal Business Office:
1. Norwest Equity Partners V, L.P.
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
2. Itasca Partners V, L.P.
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
3. John E. Lindahl
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
5. George J. Still, Jr.
c/o Norwest Venture Partners
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
6. John P. Whaley
2800 Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
This statement is filed by Norwest Equity Partners IV on behalf of all
of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-
1(k). Norwest Equity Partners V is a Minnesota limited partnership,
whose general partners is Itasca Partners V, L.L.P., a Minnesota
limited liability partnership. John E. Lindahl and George J. Still,
Jr. are the managing partners, and John P. Whaley is the managing
administrative partner of Itasca Partners V.
Item 2(c) Citizenship:
1. Norwest Equity Partners V: Minnesota limited
partnership
2. Itasca Partners V, L.L.P.: Minnesota limited liability
partnership
3. John E. Lindahl: United States
4. George J. Still, Jr.: United States
5. John P. Whaley: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
21218R 10 4
Item 3 Not Applicable
Item 4 Ownership:
(1) Norwest Equity Partners V ("NEP V"): At December 31, 1999, NEP V
owned 785,024 shares of common stock. This amount represented 8.76% of
the total shares of common stock outstanding at that date, and includes
the right to acquire 9,723 additional shares through the exercise of
warrants to purchase common stock.
(2) Itasca Partners V: At December 31, 1999, Itasca Partners V was
deemed to own 785,024 shares of common stock by virtue of its status as
the general partner of NEP V. This amount represented 8.76% of the
total shares of common stock outstanding at that date, and includes the
right to acquire 9,723 additional shares through the exercise of
warrants to purchase common stock.
(3) John E. Lindahl: At December 31, 1999, John E. Lindahl was deemed
to own 785,024 shares of common stock by virtue of his status as a
managing partner of Itasca Partners V, the general partner of NEP V,
the record holder of shares. This amount represented 8.76% of the
total shares of common stock outstanding at that date, and includes the
right to acquire 9,723 warrants to purchase common stock held by NEP V.
The shares of the Issuer's common stock reported herein as indirectly
beneficially owned by Mr. Lindahl do not include 1,040,863 shares of
such stock (including 11,815 shares which may be acquired upon the
exercise of certain warrants) representing 11.64% of the Issuer's
outstanding common stock and held of record by Norwest Equity Partners
IV, L.P. ("NEP IV"). Mr. Lindahl may also be deemed to beneficially
own the shares held by NEP IV by virtue of his status as a managing
partner of Itasca Partners, the general partner of NEP IV. All shares
deemed indirectly beneficially owned by Mr. Lindahl by virtue of his
affiliation with NEP IV are being reported on a separate Schedule 13G
filed on February 14, 2000 by NEP IV on behalf of itself, Mr. Lindahl,
and certain other persons named therein.
(4) George J. Still, Jr.: At December 31, 1999, George J. Still, Jr.
was deemed to own 785,024 shares of common stock by virtue of his
status as a managing partner of Itasca Partners V, the general partner
of NEP V. This amount represented 8.76% of the total shares of common
stock outstanding at that date, and includes the right to acquire 9,723
warrants to purchase common stock held by NEP V. The shares of the
Issuer's common stock reported herein as indirectly beneficially owned
by Mr. Still do not include 1,040,863 shares of such stock (including
11,815 shares which may be acquired upon the exercise of certain
warrants) representing 11.64% of the Issuer's outstanding common stock
and held of record by Norwest Equity Partners IV, L.P. ("NEP IV"). Mr.
Still may also be deemed to beneficially own the shares held by NEP IV
by virtue of his status as a managing partner of Itasca Partners, the
general partner of NEP IV. All shares deemed indirectly beneficially
owned by Mr. Still by virtue of his affiliation with NEP IV are being
reported on a separate Schedule 13G filed on February 14, 2000 by NEP
IV on behalf of itself, Mr.Still, and certain other persons named
therein.
(5) John P. Whaley: At December 31, 1999, John P. Whaley was deemed
to own 785,024 shares of common stock by virtue of his status as the
managing administrative partner of Itasca Partners V, the general
partner of NEP V. This amount represented 8.76% of the total shares of
common stock outstanding at that date, and includes the right to
acquire 9,723 warrants to purchase common stock held by NEP V. The
shares of the Issuer's common stock reported herein as indirectly
beneficially owned by Mr. Whaley do not include 1,040,863 shares of
such stock (including 11,815 shares which may be acquired upon the
exercise of certain warrants) representing 11.64% of the Issuer's
outstanding common stock and held of record by Norwest Equity Partners
IV, L.P. ("NEP IV"). Mr. Whaley may also be deemed to beneficially own
the shares held by NEP IV by virtue of his status as the managing
administrative partner of Itasca Partners, the general partner of NEP
IV. All shares deemed indirectly beneficially owned by Mr. Lindahl by
virtue of his affiliation with NEP IV are being reported on a separate
Schedule 13G filed on February 14, 2000 by NEP IV on behalf of itself,
Mr.Whaley, and certain other persons named therein.
Each person filing this statement disclaims beneficial ownership of any
shares included in this Schedule 13G and held by any other person
included in this statement, other than those held by such filing
person, and the filing of this statement shall not be construed as an
admission that such filing person is the beneficial owner of any other
such shares covered by this statement for purposes of Sections 13, 14,
and 16.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
beneficial owners of more than five percent of the class of
securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
Signature.
After reasonable 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.
Date: February 9, 2000
NORWEST EQUITY PARTNERS V, L.P.
By ITASCA PARTNERS V, L.L.P., as general partner
By: /s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to
which this Agreement is attached shall be filed by Norwest Equity
Partners V on its own behalf and on behalf of its general partner,
Itasca Partners V, L.L.P., a Minnesota limited liability partnership
("Itasca V"), and the following individuals, all of whom are the
general partners of Itasca V: John E. Lindahl, George J. Still, Jr.
and John P. Whaley.
Dated: February 9, 2000
NORWEST EQUITY PARTNERS V, L.P.
By ITASCA PARTNERS V, L.L.P.
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
ITASCA PARTNERS V, L.L.P.
/s/ John P. Whaley
John P. Whaley, As Managing Administrative
Partner
/s/ John P. Whaley
John P. Whaley, Individually and as
Attorney-in-Fact For John E. Lindahl
/s/ John P. Whaley
John P. Whaley, Attorney-in-Fact
George J. Still, Jr.
10
