<PAGE>   1


   As filed with the Securities and Exchange Commission on February 29, 2000
                                            Registration No. 333-_______________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                         CONTINUUS SOFTWARE CORPORATION
             (Exact Name Of Registrant As Specified In Its Charter)
                           ---------------------------

<TABLE>
<S>                                  <C>                                 <C>
           DELAWARE                              7372                                43-1070080
(State or Other Jurisdiction of      (Primary Standard Industrial        (I.R.S. Employer Identification No.)
Incorporation or Organization)        Classification Code Number)
</TABLE>

                           ---------------------------

                                  108 PACIFICA
                            IRVINE, CALIFORNIA 92618
                                 (949) 453-2200
                    (Address Of Principal Executive Offices)

                           ---------------------------

                  PAGODA CORPORATION 1998 STOCK INCENTIVE PLAN
                            (Full Title of The Plans)

                           ---------------------------

                                  JOHN R. WARK
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         CONTINUUS SOFTWARE CORPORATION
                                  108 PACIFICA
                            IRVINE, CALIFORNIA 92618
                                 (949) 453-2200
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                           ---------------------------

                                   COPIES TO:
                              D. BRADLEY PECK, ESQ.
                               COOLEY GODWARD LLP
                        4365 EXECUTIVE DRIVE, SUITE 1100
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 550-6000
                           ---------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                           PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES     AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
  TO BE REGISTERED        REGISTERED          SHARE (1)             PRICE (1)         REGISTRATION FEE
  ----------------        ----------          ---------             ---------         ----------------
<S>                      <C>              <C>                   <C>                   <C>
Common Stock, par
value                      13,199.00          $0.66-$1.74            $10,430.70              $3.00
</TABLE>



<PAGE>   2

(1)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457. The price per share and aggregate
        offering price are based upon the actual exercise price for shares
        subject to outstanding stock options previously granted under the
        Registrant's Pagoda Corporation 1998 Stock Incentive Plan. The following
        chart shows the calculation of the registration fee:

<TABLE>
<CAPTION>
                                                                  Offering
                                                                  Price Per          Aggregate
             Type of Shares                Number of Shares         Share          Offering Price
             --------------                ----------------         -----          --------------
<S>                                        <C>                    <C>              <C>

Common Stock issuable pursuant to
outstanding options under the Pagoda
Corporation 1998 Stock Incentive  Plan           1,592             $1.74            $2,770.08

Common Stock issuable pursuant to
outstanding options under the Pagoda
Corporation 1998 Stock Incentive  Plan          11,607             $0.66            $7,660.62
</TABLE>



<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Continuus Software Corporation, (the
"Company" or the "Registrant"), with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:

        (a) The prospectus contained in the Form S-1 Registration Statement (No.
333-76893) filed by the Company with the Securities and Exchange Commission (the
"Commission") on April 23, 1999, as amended through the date hereof (the "Form
S-1").

        (b) A description of the Registrant's Common Stock which is contained in
the Form S-1, including any amendment or reports filed for the purpose of
updating.

        (c) The Company's Quarterly Report on Form 10-Q, filed on November 15,
1999 pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act.

        The Registrant's Restated Certificate of Incorporation and Bylaws
include provisions to (i) eliminate the personal liability of its directors for
monetary damages resulting from breaches of their fiduciary duty to the extent
permitted by Section 102(b)(7) of the General Corporation Law of Delaware (the
"Delaware Law") and (ii) require the Registrant to indemnify its directors and
executive officers to the fullest extent permitted by Section 145 of the
Delaware Law, including circumstances in which indemnification is otherwise
discretionary. Pursuant to Section 145 of the Delaware Law, a corporation
generally has the power to indemnify its present and former directors, officers,
employees and agents against expenses incurred by them in connection with any
suit to which they are or are threatened to be made, a party by reason of their
serving in such positions so long as they acted in good faith and in a manner
they reasonably believed to be in or not opposed to, the best interests of the
corporation and with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful. The Registrant believes that these
provisions are necessary to attract and retain qualified persons as directors
and officers. These provisions do not eliminate the directors' duty of care,
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware Law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for acts or omissions that the director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the director's duty to the Registrant or its
stockholders when the director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the Registrant or its stockholders, for improper
transactions between the director and the Registrant and for improper
distributions to stockholders and loans to directors and officers. The provision
also does not affect a director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.



                                       1.
<PAGE>   4

        The Registrant has entered into indemnity agreements with each of its
directors and executive officers that require the Registrant to indemnify such
persons against any and all expenses (including attorneys' fees), witness fees,
damages, judgments, fines, settlements and other amounts incurred (including
expenses of a derivative action) in connection with any action, suit or
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a director, an officer or
an employee of the Registrant or any of its affiliated enterprises, provided
that such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.

        At present, there is no pending litigation or proceeding involving a
director, officer or key employee of the Registrant as to which indemnification
is being sought nor is the Registrant aware of any threatened litigation that
may result in claims for indemnification by any officer or director.

        The Registrant has an insurance policy covering the officers and
directors of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
      EXHIBIT
       NUMBER   DESCRIPTION
       ------   -----------
<S>             <C>
        5.1     Opinion of Cooley Godward LLP

        23.1    Consent of Deloitte & Touche LLP

        23.2    Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
                this Registration Statement

        24.1    Power of Attorney is contained on the signature pages

        99.1    Pagoda Corporation 1998 Stock Incentive Plan

        99.2    Form of Incentive Stock Option Agreement under the 1998 Stock
                Incentive Plan
</TABLE>


ITEM 9. UNDERTAKINGS

1.      The undersigned registrant hereby undertakes:

        (a)To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

                (i) To include any prospectus required by section 10(a)(3) of
the Securities Act;

                (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;



                                       2.
<PAGE>   5

        Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference herein.

        (b)That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c)To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                       3.
<PAGE>   6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on February 29,
2000.

                                            CONTINUUS SOFTWARE CORPORATION

                                            By /S/ John R. Wark
                                               ---------------------------------
                                               John R. Wark,
                                               President, Chief Executive
                                               Officer and Chairman of the Board
                                               of Directors

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John R. Wark and Steven L. Johnson and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                    TITLE                                  DATE
---------                                    -----                                  ----
<S>                                          <C>                                    <C>

/S/ John R. Wark                             President, Chief Executive Officer     February 29, 2000
-----------------------------                and Chairman of the Board of
JOHN R. WARK                                 Directors  (Principal Executive
                                             Officer)

/S/ Steven L. Johnson                        Vice President, Finance and Chief      February 29, 2000
-----------------------------                Financial Officer (Principal
STEVEN L. JOHNSON                            Financial and Accounting Officer)

/S/ Fred B. Cox                              Director                               February 29, 2000
-----------------------------
FRED B. COX

/S/ Kevin G. Hall                            Director                               February 29, 2000
-----------------------------
KEVIN G. HALL

/S/ A. Barry Patmore                         Director                               February 29, 2000
-----------------------------
A. BARRY PATMORE

/S/ Stewart A. Schuster                      Director                               February 29, 2000
-----------------------------
STEWART A. SCHUSTER

/S/ Sol Zechter                              Director                               February 29, 2000
-----------------------------
SOL ZECHTER
</TABLE>



                                       4.
<PAGE>   7

                                        EXHIBIT INDEX


<TABLE>
<CAPTION>
    EXHIBIT
     NUMBER     DESCRIPTION
     ------     -----------
<S>             <C>
        5.1     Opinion of Cooley Godward LLP

        23.1    Consent of Deloitte & Touche LLP

        23.2    Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
                this Registration Statement

        24.1    Power of Attorney is contained on the signature pages.

        99.1    Pagoda Corporation 1998 Stock Incentive Plan

        99.2    Form of Incentive Stock Option Agreement under the 1998 Plan
</TABLE>



                                       5.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19784}]
{"company-data": {"conformed-name": "CONTINUUS SOFTWARE CORP /CA", "cik": "0001048044", "assigned-sic": "7371", "irs-number": "431070080", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31360", "film-number": "558206"}, "business-address": {"street1": "108 PACIFICA SECOND FLOOR", "street2": "714-453-2000", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "9494532200"}, "mail-address": {"street1": "108 PACIFICA SECOND FLOOR", "city": "IRVINE", "state": "CA", "zip": "92718"}}
1

   As filed with the Securities and Exchange Commission on February 29, 2000
                                            Registration No. 333-_______________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                         CONTINUUS SOFTWARE CORPORATION
             (Exact Name Of Registrant As Specified In Its Charter)
                           ---------------------------
DELAWARE                              7372                                43-1070080
(State or Other Jurisdiction of      (Primary Standard Industrial        (I.R.S. Employer Identification No.)
Incorporation or Organization)        Classification Code Number)
---------------------------

                                  108 PACIFICA
                            IRVINE, CALIFORNIA 92618
                                 (949) 453-2200
                    (Address Of Principal Executive Offices)

                           ---------------------------

                  PAGODA CORPORATION 1998 STOCK INCENTIVE PLAN
                            (Full Title of The Plans)

                           ---------------------------

                                  JOHN R. WARK
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         CONTINUUS SOFTWARE CORPORATION
                                  108 PACIFICA
                            IRVINE, CALIFORNIA 92618
                                 (949) 453-2200
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                           ---------------------------

                                   COPIES TO:
                              D. BRADLEY PECK, ESQ.
                               COOLEY GODWARD LLP
                        4365 EXECUTIVE DRIVE, SUITE 1100
                           SAN DIEGO, CALIFORNIA 92121
                                 (858) 550-6000
                           ---------------------------
                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES     AMOUNT TO BE     OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
  TO BE REGISTERED        REGISTERED          SHARE (1)             PRICE (1)         REGISTRATION FEE
  ----------------        ----------          ---------             ---------         ----------------
Common Stock, par
value                      13,199.00          $0.66-$1.74            $10,430.70              $3.00
2

(1)     Estimated solely for the purpose of calculating the amount of the
        registration fee pursuant to Rule 457. The price per share and aggregate
        offering price are based upon the actual exercise price for shares
        subject to outstanding stock options previously granted under the
        Registrant's Pagoda Corporation 1998 Stock Incentive Plan. The following
        chart shows the calculation of the registration fee:
Offering
                                                                  Price Per          Aggregate
             Type of Shares                Number of Shares         Share          Offering Price
             --------------                ----------------         -----          --------------
Common Stock issuable pursuant to
outstanding options under the Pagoda
Corporation 1998 Stock Incentive  Plan           1,592             $1.74            $2,770.08

Common Stock issuable pursuant to
outstanding options under the Pagoda
Corporation 1998 Stock Incentive  Plan          11,607             $0.66            $7,660.62
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Continuus Software Corporation, (the
"Company" or the "Registrant"), with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:

        (a) The prospectus contained in the Form S-1 Registration Statement (No.
333-76893) filed by the Company with the Securities and Exchange Commission (the
"Commission") on April 23, 1999, as amended through the date hereof (the "Form
S-1").

        (b) A description of the Registrant's Common Stock which is contained in
the Form S-1, including any amendment or reports filed for the purpose of
updating.

        (c) The Company's Quarterly Report on Form 10-Q, filed on November 15,
1999 pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act.

        The Registrant's Restated Certificate of Incorporation and Bylaws
include provisions to (i) eliminate the personal liability of its directors for
monetary damages resulting from breaches of their fiduciary duty to the extent
permitted by Section 102(b)(7) of the General Corporation Law of Delaware (the
"Delaware Law") and (ii) require the Registrant to indemnify its directors and
executive officers to the fullest extent permitted by Section 145 of the
Delaware Law, including circumstances in which indemnification is otherwise
discretionary. Pursuant to Section 145 of the Delaware Law, a corporation
generally has the power to indemnify its present and former directors, officers,
employees and agents against expenses incurred by them in connection with any
suit to which they are or are threatened to be made, a party by reason of their
serving in such positions so long as they acted in good faith and in a manner
they reasonably believed to be in or not opposed to, the best interests of the
corporation and with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful. The Registrant believes that these
provisions are necessary to attract and retain qualified persons as directors
and officers. These provisions do not eliminate the directors' duty of care,
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware Law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for acts or omissions that the director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the director's duty to the Registrant or its
stockholders when the director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the Registrant or its stockholders, for improper
transactions between the director and the Registrant and for improper
distributions to stockholders and loans to directors and officers. The provision
also does not affect a director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.

                                       1.
4

        The Registrant has entered into indemnity agreements with each of its
directors and executive officers that require the Registrant to indemnify such
persons against any and all expenses (including attorneys' fees), witness fees,
damages, judgments, fines, settlements and other amounts incurred (including
expenses of a derivative action) in connection with any action, suit or
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a director, an officer or
an employee of the Registrant or any of its affiliated enterprises, provided
that such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The indemnification agreements also set forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.

        At present, there is no pending litigation or proceeding involving a
director, officer or key employee of the Registrant as to which indemnification
is being sought nor is the Registrant aware of any threatened litigation that
may result in claims for indemnification by any officer or director.

        The Registrant has an insurance policy covering the officers and
directors of the Registrant with respect to certain liabilities, including
liabilities arising under the Securities Act or otherwise.

ITEM 8.  EXHIBITS
EXHIBIT
       NUMBER   DESCRIPTION
       ------   -----------
5.1     Opinion of Cooley Godward LLP

        23.1    Consent of Deloitte & Touche LLP

        23.2    Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
                this Registration Statement

        24.1    Power of Attorney is contained on the signature pages

        99.1    Pagoda Corporation 1998 Stock Incentive Plan

        99.2    Form of Incentive Stock Option Agreement under the 1998 Stock
                Incentive Plan
ITEM 9. UNDERTAKINGS

1.      The undersigned registrant hereby undertakes:

        (a)To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

                (i) To include any prospectus required by section 10(a)(3) of
the Securities Act;

                (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

                                       2.
5

        Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference herein.

        (b)That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c)To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       3.
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on February 29,
2000.

                                            CONTINUUS SOFTWARE CORPORATION

                                            By /S/ John R. Wark
                                               ---------------------------------
                                               John R. Wark,
                                               President, Chief Executive
                                               Officer and Chairman of the Board
                                               of Directors

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John R. Wark and Steven L. Johnson and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                    TITLE                                  DATE
---------                                    -----                                  ----
/S/ John R. Wark                             President, Chief Executive Officer     February 29, 2000
-----------------------------                and Chairman of the Board of
JOHN R. WARK                                 Directors  (Principal Executive
                                             Officer)

/S/ Steven L. Johnson                        Vice President, Finance and Chief      February 29, 2000
-----------------------------                Financial Officer (Principal
STEVEN L. JOHNSON                            Financial and Accounting Officer)

/S/ Fred B. Cox                              Director                               February 29, 2000
-----------------------------
FRED B. COX

/S/ Kevin G. Hall                            Director                               February 29, 2000
-----------------------------
KEVIN G. HALL

/S/ A. Barry Patmore                         Director                               February 29, 2000
-----------------------------
A. BARRY PATMORE

/S/ Stewart A. Schuster                      Director                               February 29, 2000
-----------------------------
STEWART A. SCHUSTER

/S/ Sol Zechter                              Director                               February 29, 2000
-----------------------------
SOL ZECHTER
4.
7

                                        EXHIBIT INDEX
EXHIBIT
     NUMBER     DESCRIPTION
     ------     -----------
5.1     Opinion of Cooley Godward LLP

        23.1    Consent of Deloitte & Touche LLP

        23.2    Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
                this Registration Statement

        24.1    Power of Attorney is contained on the signature pages.

        99.1    Pagoda Corporation 1998 Stock Incentive Plan

        99.2    Form of Incentive Stock Option Agreement under the 1998 Plan
5.