Rogue Wave Software, Inc.
(www.roguewave.com)
Ticker: RWAV 850 SW 35th Street
Exchange: NASDAQ-National Market Corvallis, Oregon 97333
Industry: High-Tech (541) 754-3010

Type of Shares:Common Shares Filing Date:10/4/96
U.S. Shares:2,450,000 Offer Date:11/21/96
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,363,890 Offer Price:$12.00
Secondary Shares:86,110 Gross Spread:$0.84
Offering Amount: $24,500,000 Selling:$0.48
Expenses:$850,000 Reallowance:$0.10
Shares Out After:7,562,198

ManagerTierPhone
Hambrecht & Quist IncorporatedLead Manager (415) 576-3423
Wessels, Arnold & HendersonCo-manager (612) 373-6121

Auditor: KPMG Peat Marwick
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/96 9/30/96
Revenue:$18.85Assets:$10.19
Net Income:$0.04Liabilities:$9.53
EPS:$0.01Equity:$0.67

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
Rogue Wave is a leading provider of object-oriented software parts and related tools. The company's C++ and Java-based products are used to develop robust, scalable software applications for a wide variety of environments, including client/server, intranet and Internet environments. These products enable customers to construct software applications more quickly, with higher quality and across multiple platforms, and reduce the complexity associated with the software development process. The company's software parts provide the functionality to perform fundamental operations such as network and database connectivity, thereby allowing programmers to focus on the core functionality of the software under development.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital.

Last updated: 12/8/96

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