-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PWoVPNdB/Q8LxozI9GMkHSM4yGOKXL2mitLzRaOnUrDOjN1vuFNY56hvhbdiSoNR XNq96dPNSh+Z/5htapJpKw== 0000950134-03-014926.txt : 20031112 0000950134-03-014926.hdr.sgml : 20031111 20031112064743 ACCESSION NUMBER: 0000950134-03-014926 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031112 GROUP MEMBERS: CHESS ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROGUE WAVE SOFTWARE INC /OR/ CENTRAL INDEX KEY: 0001023184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 931064214 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49409 FILM NUMBER: 03990348 BUSINESS ADDRESS: STREET 1: 5500 FLATIRON PARKWAY CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034739118 MAIL ADDRESS: STREET 1: ROGUE WAVE SOFTWARE INC STREET 2: 5500 FLATIRON PARKWAY CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUOVADX INC CENTRAL INDEX KEY: 0001094561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 850373486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6400 SOUTH FIDLERS GREEN CIRCLE STREET 2: STE 540 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3034882019 MAIL ADDRESS: STREET 1: 6400 S FIDDLERS GREEN CIRCLE STREET 2: STE 1400 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: XCARE NET INC DATE OF NAME CHANGE: 19990907 SC 13D 1 d10486sc13d.htm SCHEDULE 13D sc13d
 

     
Schedule 13D   Page 1 of 8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ROGUE WAVE SOFTWARE, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

775396101

(CUSIP Number)
Linda K. Wackwitz, Esq.
Executive Vice President
and General Counsel
QUOVADX, INC.
6400 S. Fiddler’s Green Circle,
Suite 1000
Englewood, Colorado 80111
(303) 488-2019

With copies to:

Arthur F. Schneiderman, Esq.
Steve L. Camahort, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 3, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13-1(e), 240.13d-(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on 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).

 

     
Schedule 13D   Page 2 of 8

CUSIP No. 775396101

    1.   Name of Reporting Person. I.R.S. Identification No. of above person.
           
    Quovadx, Inc. I.R.S Identification No.: 85-0373486
    2.   Check the Appropriate Box if a Member of a Group
         
        (a) o
         
        (b) o
         
        Not applicable
    3.   SEC Use Only
    4.   Source of Funds WC, BK, SC
    5.   Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
    6.   Citizenship or Place of Organization State of Delaware
Number of       7.      Sole Voting Power  N/A
Shares      
Beneficially       8.      Shared Voting Power  805,316 (See (i) below)
Owned by      
Each       9.      Sole Dispositive Power  N/A
Reporting      
Person With       10.      Shared Dispositive Power  N/A
    11.   Aggregate Amount Beneficially Owned by Each Reporting Person
805,316 (See (ii) below)
    12.   Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares       o
    13.   Percent of Class Represented by Amount in Row (11)
Approximately 7.4% (See (ii) below)
    14.   Type of Reporting Person
        CO

 

 

     
Schedule 13D   Page 3 of 8

CUSIP No. 775396101

    1.   Name of Reporting Person. I.R.S. Identification No. of above person.
         
        Chess Acquisition Corporation
    2.   Check the Appropriate Box if a Member of a Group
         
        (a) o
         
        (b) o
         
        Not applicable
    3.   SEC Use Only
    4.   Source of Funds WC, BK, SC
    5.   Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)       o
    6.   Citizenship or Place of Organization State of Delaware
Number of       7.      Sole Voting Power N/A
Shares      
Beneficially       8.      Shared Voting Power 805,316 (See (i) below)
Owned by      
Each       9.      Sole Dispositive Power N/A
Reporting      
Person With       10.      Shared Dispositive Power N/A
    11.   Aggregate Amount Beneficially Owned by Each Reporting Person
805,316 (See (i) below)
    12.   Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares       o
    13.   Percent of Class Represented by Amount in Row (11)
Approximately 7.4% (See (ii) below)
    14.   Type of Reporting Person
        CO

 

 

     
Schedule 13D   Page 4 of 8

(i)   805,316 shares of Rogue Wave Common Stock are subject to a Tender and Voting Agreement between Quovadx and certain shareholders of Rogue Wave, as described in Items 3 through 5 below, of which 799,979 shares are issuable upon the exercise of outstanding options which are either vested or will vest within 60 days of November 7, 2003.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Quovdax, Inc. or Chess Acquisition Corporation that it is the beneficial owner of any of the shares of Rogue Wave Common Stock, referred to herein for purposes of Section 13 (d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or for any other purpose, and such beneficial ownership is expressly disclaimed.
 
(ii)   Based upon 10,549,469 shares of Rogue Wave Common Stock outstanding as of November 7, 2003 and the issuance of 799,979 shares of Common Stock upon the exercise of outstanding options which are either vested or will vest within 60 days of November 7, 2003.

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the Common Stock, $0.001 per share par value, of Rogue Wave Software, Inc., a Delaware corporation (“Rogue Wave” or “Issuer”). The principal executive offices of Rogue Wave are located at 5500 Flatiron Parkway Boulder, Colorado 80301.

Item 2. Identity and Background

(a)  This statement if filed on behalf of Quovadx, Inc., a Delaware corporation (“Quovadx”) and Chess Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Quovadx (“Acquisition,” and together with Quovadx, the “Reporting Persons”).

(b)  Quovadx is a global software company that provides solutions to help companies access, integrate and share data both internally and with external trading partners.

The address of the principal business and principal office of each of the Reporting Persons is Quovadx, Inc., is 6400 S. Fiddler’s Green Circle, Suite 1000, Englewood, Colorado, 80111.

(c)  The name, residence or business address, present principal occupation or employment of each of the executive officers and directors of the Reporting Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth on Schedule A hereto.

(d)  and (e) During the last five years, the Reporting Persons, and to the best knowledge of the Reporting Persons, their executive officers and directors named on Schedule A hereto (i) have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)  Quovadx is a corporation organized under the laws of the State of Delaware. Acquisition is a corporation organized under the laws of the State of Delaware. All of the executive officers and directors of the Reporting Persons are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to an Agreement and Plan of Merger, dated as of November 3, 2003, a copy of which is filed as Exhibit 1 hereto (the “Merger Agreement”), by and among Quovadx, Acquisition and the Issuer, and subject to the conditions set forth therein, Acquisition will commence an offer (the “Offer”) to exchange for each outstanding share of Rogue Wave for (i) cash in the amount of $4.09 and (ii) 0.5292 shares of Quovadx Common Stock. As soon as practicable following the satisfaction or waiver of the conditions to the merger set forth in the Merger Agreement (including that there be validly tendered and not withdrawn prior to the expiration of the Offer at least a majority of the shares of Rogue Wave Common Stock), Acquisition will merge with and into Rogue Wave and Rogue Wave will become a wholly owned subsidiary of Quovadx (such events constituting the “Merger”). We expect to finance the Offer and the Merger with internally available funds. In the event a majority, but fewer than 90%, of shares of Rogue Wave Common Stock are tendered in the Offer, we expect to finance the Offer with funds from a short-term bridge loan. We are negotiating with our existing bank lender to increase the amount available under our existing credit facility to provide the financing we would require. If we acquire more than 90% of the shares of Rogue Wave Common Stock, we will not need to finance the Offer because Rogue Wave's assets will be available to us upon completion of the short-form merger.

 

     
Schedule 13D   Page 5 of 8

As an inducement to Quovadx to enter into the Merger Agreement and in consideration thereof, certain shareholders of Rogue Wave (collectively, the “Principal Stockholders”) entered into a Tender and Voting Agreement with Quovadx, a copy of which is attached hereto as Exhibit 2 (the “Tender and Voting Agreement”), whereby each Principal Stockholder agreed to tender all of the shares of Rogue Wave Common Stock beneficially owned by such Shareholder in the Offer, and to vote all such shares of Rogue Wave Common Stock in favor of adoption and approval of the Merger Agreement and approval of the Merger and certain related matters and against other business combination transactions involving Rogue Wave. Quovadx did not pay additional consideration to any Principal Stockholder in connection with the execution and delivery of the Tender and Voting Agreement.

References to, and descriptions of, the Offer, the Merger, the Merger Agreement, and the Tender and Voting Agreement set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the Tender and Voting Agreement included as Exhibits 1 and 2 to this Statement, which are incorporated by reference herein in their entirety where such references and descriptions appear.

Item 4: Purpose of Transaction

(a)-(b) As described in Item 3 above, this Statement relates to the acquisition of Rogue Wave by Quovadx pursuant to a statutory merger of Acquisition, a wholly owned subsidiary of Quovadx, with and into Rogue Wave, pursuant to which, at the effective time of the Merger, the separate existence of Acquisition will cease and Rogue Wave will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Quovadx. By virtue of the Merger, each holder of outstanding shares of Rogue Wave Common Stock will receive, in exchange for each share of Common Stock held by such holder, cash in the amount of $4.09 and 0.5292 shares of Quovadx Common Stock.

(c) Not applicable.

(d)  Pursuant to the Merger Agreement, upon the acceptance for payment of shares of Rogue Wave Common Stock pursuant to the offer, and from time to time thereafter, if holders of at least a majority of the shares of Rogue Wave Common Stock have been tendered in the offer, Quovadx shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Rogue Wave board of directors as will give Quovadx representation on the Rogue Wave board of directors equal to the product of (1) the total number of directors on Rogue Wave board of directors, giving effect to the election of additional directors, and (2) the percentage that the number of shares beneficially owned by Quovadx and Chess Acquisition Corporation bears to the total number of shares of Rogue Wave Common Stock outstanding. Upon the consummation of the Merger, the directors of the surviving corporation will be the directors of Acquisition immediately prior to the effective time of the Merger, until their respective successors are duly elected or appointed and qualified. Upon consummation of the Merger, the initial officers of the surviving corporation will be the officers of Acquisition immediately prior to the effective time of the Merger until their respective successors are duly appointed. Quovadx has appointed each of the directors and officers of Acquisition.

(e) Other than as a result of the Offer and Merger, not applicable.

(f) Not applicable.

(g)  Upon consummation of the Merger, the articles of incorporation of Acquisition in effect at immediately prior to the Merger shall be the articles of incorporation of the surviving corporation until amended in accordance with applicable laws, except that the name of the surviving corporation shall be “Rogue Wave Software, Inc.” The bylaws of Acquisition in effect at the immediately prior to the Merger shall be the bylaws of the surviving corporation until amended in accordance with applicable laws.

 

 

     
Schedule 13D   Page 6 of 8

(h)-(i) Upon consummation of the Merger, Rogue Wave Common Stock will be deregistered under the Securities Exchange Act of 1934, as amended, and cease to be authorized to be quoted on the Nasdaq National Market.

(j)  Other than described above, Quovadx currently has no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a)- (j) of Schedule 13D, inclusive, although Quovadx reserves the right to develop such plans.

References to, and descriptions of, the Offer, the Merger, the Merger Agreement and the Tender and Voting Agreements set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement and the Tender and Voting Agreement included as Exhibits 1 and 2 to this Statement, which are incorporated by reference herein in their entirety where such references and descriptions appear.

Item 5. Interest in Securities of the Issuer

  (a)   As a result of the Tender and Voting Agreement, Quovadx may be deemed to be the beneficial owner of at least 805,316 shares of Rogue Wave Common Stock as of November 7, 2003. Such Rogue Wave Common Stock constitutes approximately 7.4% of the issued and outstanding shares of Rogue Wave Common Stock, based on the 10,549,469 shares of Rogue Wave Common Stock outstanding as of November 7, 2003 (as represented by Rogue Wave in the Merger Agreement described in Items 3 and 4 above) and assuming the issuance of 799,979 shares of CareScience Common Stock upon the exercise of outstanding options which are either vested or will vest within 60 days of November 7, 2003.
 
  (b)   Quovadx does not have sole voting power, sole dispositive power or shared dispositive power with respect to any shares of Rogue Wave Common Stock. Quovadx, however, may be deemed to have shared voting power with respect to the foregoing shares of Rogue Wave Common Stock and those matters described above. However, Rogue Wave (a) is not entitled to any rights as a shareholder of Rogue Wave as to the foregoing shares of Rogue Wave Common Stock (other than as described herein) and (b) disclaims any beneficial ownership of the shares of Rogue Wave Common Stock which are covered by the Tender and Voting Agreements.
 
      To the knowledge of Quovadx, no person listed on Schedule A hereto has an equity or other ownership interest in Rogue Wave.
 
      Set forth on Schedule B hereto is the name of those shareholders of Rogue Wave that have entered into the Tender and Voting Agreement with Quovadx, and to the knowledge of Quovadx, each of their respective residence or business address, present principal occupation or employment, including the name, principal business and address of any corporation or other organization in which such employment is conducted. To the knowledge of Quovadx, all of the individuals named on Schedule B hereto: (a) are citizens of the United States; (b) during the last five years have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (c) during the last five years have not been parties to any civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which proceeding being that such individual was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
  (c)   To the knowledge of Quovadx, no transactions in the class of securities reported on this Statement have been effected during the past 60 days by the persons named in response to Item 5(a) and Item 2.
 
  (d)   To the knowledge of Quovadx, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the class of securities reported on this Statement.
 
  (e)   Not applicable.

 

 

     
Schedule 13D   Page 7 of 8

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the Merger Agreement and the exhibits thereto, including the Tender and Voting Agreement, to the knowledge of Quovadx, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Statement and between such persons and any person with respect to any securities of CareScience, including, but not limited to transfer or voting of any of the class of securities reported on this Statement, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

The following documents are filed as exhibits to this Statement:

  1.   Agreement and Plan of Merger, dated as of November 3, 2003, by and among Quovadx, Acquisition and Rogue Wave (incorporated by reference to Annex A to the prospectus included in the Registration Statement on Form S-4 filed by Quovadx on November 12, 2003).
 
  2.   Tender and Voting Agreement dated as of November 3, 2003, by and between Quovadx and certain shareholders of Rogue Wave set forth on Schedule B hereto (incorporated by reference to Annex B to the prospectus included in the Registration Statement on Form S-4 filed by Quovadx on November 12, 2003).

 

 

     
Schedule 13D   Page 8 of 8

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.

QUOVADX, INC.

November 11, 2003

Date

/s/ Linda K. Wackwitz
Signature

Linda K. Wackwitz, Executive Vice President and General Counsel
Name/Title

CHESS ACQUISITION CORP.

November 11, 2003

Date

/s/ Linda K. Wackwitz
Signature

Linda K. Wackwitz, Secretary
Name/Title

 

 

     
Schedule 13D   Page 1 of 3

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF
QUOVADX, INC.

          The following table sets forth the name, residence or business address and present principal occupation or employment of each executive officer and director of Quovadx. Except as otherwise indicated below, the business address of each person set forth below is: c/o Quovadx, Inc., 6400 S. Fiddler’s Green Circle, Suite 1000, Englewood, Colorado, 80111. Each of the following persons is a citizen of the United States.
     
Name of Executive Officer   Title and Present Principal Occupation
 
Lorine R. Sweeney   Director, President and Chief Operating Officer
     
Afshin Cangarlu   Chief Operating Officer
     
Deborah L. Dean   Executive Vice President of Product Management
     
David E. Nesvisky   Executive Vice President of Sales
     
Gary T. Scherping   Executive Vice President of Finance and Chief Financial Officer
     
Ann C. Ting   Executive Vice President and Chief Technology Officer
     
Linda K. Wackwitz   Executive Vice President, General Counsel and Assistant Secretary
     
Name and Address of Director   Title and Present Principal Occupation
 
Lorine R. Sweeney   Director, President and Chief Executive Officer, Quovadx
     
Fred L. Brown   Director, Quovadx; President and Chief Executive Officer,
Northern Arizona Healthcare   Northern Arizona Healthcare, a public benefit healthcare
1200 N. Beaver Street   system.
Flagstaff, Arizona, 86001    
     
Charles J. Roesslein   Director, Quovadx; Retired Officer of SBC Communications, Inc.
     
J. Andrew Cowherd   Director, Quovadx; Managing Member of the general partner
Atlantic Medical Management, LLC   of Atlantic Medical Capital, L.P., a private investment fund
156 West 56th Street, Suite 1605   dedicated to making investments in healthcare companies, and
New York, NY 10019-3800   a Member of Atlantic Medical Management, LLC, which is
    the management services company of Atlantic Medical Capital, L.P.
     
James B. Hoover   Director, Quovadx; Managing Member of DCP I, L.L.C.,
Dauphin Capital Partners   which is the general partner of Dauphin Capital Partners I,
108 Forest Avenue   L.P., a healthcare venture capital firm founded in June 1998.
Locust Valley, NY 11560    
     
James A. Gilbert
LiveOak Equity Partners
2500 NorthWinds Parkway, Suite 325
Alpharetta, GA 30004		   Director, Quovadx; Managing Partner of LiveOak Equity
Partners, L.P., a venture capital fund focusing on the
information technology and healthcare industries.
     
Jeffrey M. Krauss
Psilos Group Managers, LLC
625 Avenue of the Americas,
4th Floor
New York, NY 10011		   Chairman, Quovadx; Managing Member of Psilos Group.
Managers, LLC, a New York based venture capital firm, and a
Managing Member of the general partner of Psilos Group
Partners I, LP, Psilos Group Partners II, LP, and Psilos Group
Partners II SBIC, LP, each a venture capital partnership.

 

 

DIRECTORS AND EXECUTIVE OFFICERS OF
CHESS ACQUISITION CORPORATION

           The following table sets forth the name, residence or business address and present principal occupation or employment of each executive officer and director of Chess Acquisition Corporation Except as otherwise indicated below, the business address of each person set forth below is: c/o Quovadx, Inc., 6400 S. Fiddler’s Green Circle, Suite 1000, Englewood, Colorado, 80111. Each of the following persons is a citizen of the United States.

     
Name of Director and Executive Officers   Title and Present Principal Occupation
 
Lorine R. Sweeney   Director and President, Chess Acquisition Corporation; Director, President and Chief Executive Officer, Quovadx
     
Gary T. Scherping   Vice President, Chess Acquisition Corporation; Executive Vice President of Finance and Chief Financial Officer, Quovadx
     
Linda K. Wackwitz   Secretary, Chess Acquisition Corporation; Executive Vice President, General Counsel and Assistant Secretary, Quovadx

-2-

 

     
Schedule 13D   Page 3 of 3

SCHEDULE B

SHAREHOLDERS OF CARESCIENCE, INC. THAT ARE
PARTY TO A TENDER AND VOTING AGREEMENT WITH QUOVADX, INC.

          The following table sets forth the name of each Shareholder of Rogue Wave that has entered into a Tender and Voting Agreement with Quovadx in connection with the Merger Agreement, and the aggregate number of shares of Rogue Wave Common Stock beneficially owned by each such Shareholder as of November 7, 2003. Except as otherwise indicated below, the business address of each Shareholder set forth below is: c/o Rogue Wave Software, Inc., 5500 Flatiron Parkway, Boulder, Colorado 80301.

         
Stockholder Party to Voting Agreement   Shares Beneficially Owned
 
Kathleen E. Brush (1)
     544,392  
Mary Kreidler Walker (2)
     150,946  
Thomas M. Atwood (3)
     44,333  
Louis C. Cole (3)
     29,312  
Margaret M. Norton (3)
     20,500  
Marc H. Sternfeld (3)
     15,833  

(1)   Includes 540,000 shares of Rogue Wave Common Stock issuable upon the exercise of options that will be exercisable within 60 days of November 7, 2003.
(2)   Includes 150,001 shares of Rogue Wave Common Stock issuable upon the exercise of options that will be exercisable within 60 days of November 7, 2003.
(3)   Consists entirely of shares of Rogue Wave Common Stock issuable upon the exercise of options that will be exercisable within 60 days of November 7, 2003.

-3- -----END PRIVACY-ENHANCED MESSAGE-----