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Non-Tech : London Pacific Group - LPGL doubles... -- Ignore unavailable to you. Want to Upgrade?

To: xcr600 who wrote (431)	4/23/1999 9:49:00 PM
From: Tom Hua	Read Replies (2) \| Respond to of 737

x, from the s-1 SENIOR SECURED CONVERTIBLE DEBENTURE We have outstanding a Senior Secured Convertible Debenture in principal amount of $6,000,000, due September 23, 2002 held by London Pacific Life & Annuity Company. Interest on the debenture, which accrues at a rate of 12%, is payable quarterly in arrears. Upon the earlier to occur of (i) an underwritten public offering with an aggregate offering price of at least $15,000,000 and at a per share offering price of at least $13.91 and (ii) certain changes in control, we must repay all outstanding principal of the debenture plus any accrued interest thereon, or, at the discretion of London Pacific, convert the debenture into our common stock at a purchase price of $5.57 per share. The Convertible Debenture is otherwise convertible at the option of London Pacific at the same conversion price, $5.57 per share, subject to adjustment upon the occurrence of certain events. The Convertible Debenture is secured by all our assets. The filing lists LPGL as a holder of 1.08 MM shares common stock, which is consistent with $6 MM/$5.57 Regards, Tom

To: xcr600 who wrote (431)	4/23/1999 9:51:00 PM
From: RockyBalboa	Read Replies (1) \| Respond to of 737

Here it is: Principal Shareholders PRINCIPAL AND SELLING STOCKHOLDERS The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 1999, and as adjusted to reflect the sale of the shares of common stock offered hereby, by each holder of more than 5% of our common stock. The table also sets forth such information for our directors and Named Executive Officers individually and all directors and executive officers as a group. Unless otherwise indicated, the principal address of each of the persons and entities below is in the care of Continuus Software Corporation, 108 Pacifica, Irvine, California 94025. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Percentage of beneficial ownership is based on 6,258,219 shares of common stock outstanding as of March 31, 1999 (after giving effect to a 1-for-2.65 reverse stock split, the conversion of all outstanding shares of preferred stock into 4,306,454 post-split shares of common stock and the conversion of 278,125 shares of common stock reserved for issuance upon exercise of warrants to purchase common stock at $5.57 per share) and shares of common stock outstanding after completion of this offering. All shares shown below for John R. Wark, William A. Philbin, Geoffery W. Haggart, and Stewart A. Schuster are issuable upon the exercise of stock options within 60 days of March 31, 1999. SHARES BENEFICIALLY SHARES BENEFICIALLY OWNED BEFORE THE OWNED AFTER THE OFFERING SHARES OFFERING ------------------- BEING ------------------- NAME NUMBER PERCENT OFFERED NUMBER PERCENT ------------------------------------------- --------- ------- ------- -------- -------- Norwest Equity Partners IV(1).............. 1,911,390 28.6 -- Brentwood Associates VI, L.P.(2)........... 1,374,865 20.9 -- Fred T. Cox(3)............................. 938,701 14.7 -- London Pacific Life & Annuity Company(4)... 1,078,167 14.7 -- Advanced Technology Ventures III(5)........ 890,218 13.8 -- Sol Zechter(6)............................. 710,196 11.2 -- Accel Partners IV, L.P.(7)................. 607,589 9.5 -- Bernhardt Associates(8).................... 305,658 4.9 -- John R. Wark............................... 310,220 4.7 -- William A. Philbin......................... 62,382 1.0 -- Geoffrey W. Haggart........................ 31,922 * -- Stewart A. Schuster........................ 8,844 * -- All directors and executive officers as a group (10 persons)(9).......................... 2,104,716 30.3 ------------------------- * Represents beneficial ownership of less than one percent. (1) Principal address is 245 Lytton Avenue, Suite 250, Palo Alto, California 94301. Includes 236,209 shares subject to warrants exercisable within 60 days of March 31, 1999; Includes 681,980 shares held by Norwest Equity Partners V and 180,872 shares subject to warrants exercisable within 60 days of March 31, 1999 held by Norwest Equity Partners V. (2) Principal address is 2730 Sand Hill Road, Suite 250, Menlo Park, California 94025. Includes 307,277 shares subject to warrants exercisable within 60 days of March 31, 1999. (3) Includes 75,469 shares held by Eric T. Cox, 75,469 shares held by Fred B. Cox III, 419,161 shares held by the Cox Living Trust, 5,390 shares subject to warrants exercisable within 60 days of March 31, 1999 held by the Cox Living Trust and 75,469 shares held by Alicia Cox Stanfil. Also includes 43,207 shares subject to options exercisable within 60 days of March 31, 1999. (4) Principal address is 3109 Poplarwood Court, Suite 108, Raleigh, North Carolina 27604. All 1,078,167 shares are subject to a senior secured convertible debenture with a conversion price of $0.79 per share held by London Pacific Life & Annuity Company which may be converted at any time at the option of London Pacific. (5) Principal address is 1000 El Camino Real, Suite 360, Menlo Park, California 94025. Includes 195,628 shares subject to warrants exercisable within 60 days of March 31, 1999. (6) Includes 7,547 shares held by Richard Harlan Zechter, as custodian of Caroline Elisa Zechter, UGMA, 7,547 shares held by Richard Harlan Zechter as Custodian of Mariela Adrienna Zechter, UGMA, 48,050 shares held by Lawrence G. Zechter, 137,966 shares held by Sol Zechter as Trustee of the Sheila Claire Zechter Annuity Trust, 137,966 shares held by Sol Zechter as Trustee of the Sol Zechter Annuity Trust, 169,893 shares held by Sol Zechter as Trustee of the Sol Zechter Family Trust, 102,615 shares subject to warrants and options exercisable within 60 days of March 31, 1999 held by Sol Zechter as Trustee of the Sol Zechter Family Trust, 49,306 shares held by Richard H. Zechter and 49,306 shares held by Susan C. Zechter. (7) Principal address is 428 University Avenue, Palo Alto, California 94301. Includes 20,975 shares held by Accel Investors '95 L.P., 5,149 shares subject to outstanding warrants exercisable within 60 days of March 31, 1999 held by Accel Investors '95 L.P., 9,267 shares held by Accel Keiretsu L.P., 2,275 shares subject to outstanding warrants exercisable within 60 days of March 31, 1999 held by Accel Keiretsu L.P., 10,730 shares held by Ellmore C. Patterson Partners and 2,633 shares subject to outstanding warrants exercisable within 60 days of March 31, 1999 held by Ellmore C. Patterson Partners. (8) Principal address is 25382 Rainwood, Laguna Niguel, California 92677. Includes 128,301 shares held by David H. Bernhardt and 113,207 shares held by Steven T. Bernhardt. (9) Includes 679,046 shares subject to options exercisable within 60 days of March 31, 1999. Please forward any inquiries to: support@edgar-online.com. Or, telephone 1-800-416-6651, fax 203-852-5667 IPO Express Powered by Alert-IPO! © Copyright 1995-1999 EDGAR Online, Inc. All rights reserved.