<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ROGUE WAVE SOFTWARE, INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7372 93-1064214
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) No.)
</TABLE>
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850 SW 35TH STREET
CORVALLIS, OREGON 97333
(541) 754-3010
(Address and telephone number of principal executive offices and principal place
of business)
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THOMAS KEFFER, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ROGUE WAVE SOFTWARE, INC.
850 SW 35TH STREET
CORVALLIS, OREGON 97333
(541) 754-3010
(Name, address and telephone number of agent for service)
--------------------------
COPIES TO:
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<S> <C>
Mark P. Tanoury, Esq. Mark C. Stevens, Esq.
James F. Fulton, Jr., Esq. Edward M. Urschel, Esq.
COOLEY GODWARD LLP FENWICK & WEST LLP
3000 Sand Hill Road Two Palo Alto Square
Building 3, Suite 230 Palo Alto, CA 94306
Menlo Park, CA 94025-7116 (415) 494-0600
(415) 843-5000
</TABLE>
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ _333-13517_
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par value............... 418,474 shares $12.00 $5,021,688 $1,522
</TABLE>
(1) Includes 54,584 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act of
1933.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
The contents of the Registration Statement on From SB-2 (Registration No.
333-13517), registering 2,086,110 shares of common stock, $.001 par value, of
Rogue Wave Software, Inc. is hereby incorporated by reference herein. Filed as
exhibits hereto are the following opinions and consents:
ITEM 27. EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG Peat Marwick LLP. Reference is made to page 3.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
</TABLE>
1
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corvallis, State of Oregon, on the 21st day of
November, 1996.
ROGUE WAVE SOFTWARE, INC.
By:_________*/s/_THOMAS KEFFER________
Thomas Keffer
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------------------ ---------------------
<C> <S> <C>
*/s/THOMAS KEFFER President, Chief Executive Officer and
--------------------------------- Chairman of the Board November 21, 1996
Thomas Keffer (PRINCIPAL EXECUTIVE OFFICER)
*/s/DAN WHITAKER
--------------------------------- Executive Vice President, Marketing and November 21, 1996
Dan Whitaker Director
/s/ROBERT M. HOLBURN, JR. Chief Financial Officer and Secretary
--------------------------------- (PRINCIPAL FINANCIAL AND ACCOUNTING November 21, 1996
Robert M. Holburn, Jr. OFFICER)
*/s/THOMAS M. ATWOOD
--------------------------------- Director November 21, 1996
Thomas M. Atwood
*/s/HOWARD M. LOVE, JR.
--------------------------------- Director November 21, 1996
Howard M. Love, Jr.
*/s/RICHARD P. MAGNUSON
--------------------------------- Director November 21, 1996
Richard P. Magnuson
*/s/THOMAS H. PETERSON
--------------------------------- Director November 21, 1996
Thomas H. Peterson
*By: /s/ROBERT M. HOLBURN, JR.
----------------------------
Robert M. Holburn, Jr.
Attorney-in-fact
</TABLE>
2
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Rogue Wave Software, Inc.:
The audits referred to in our report dated October 16, 1996, included the
related financial statement schedule as of September 30, 1996, and for each of
the years in the three-year period ended September 30, 1996, incorporated by
reference in the registration statement. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement schedule based on our audits. In our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
We consent to the use of our report included herein or incorporated herein
by reference to the reference to our firm under the heading "Experts" and
"Selected Consolidated Financial Data" in the prospectus.
KPMG PEAT MARWICK LLP
Portland, Oregon
November 21, 1996
3
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
November 22, 1996
Rogue Wave Software, Inc.
850 SW 35th Street
Corvallis, OR 97333
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing on November 22, 1996 by Rogue Wave Software, Inc. (the
"Company") of a Registration Statement on Form SB-2 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 462(b), including a prospectus to be filed with the
Commission pursuant to Rule 424(b) of Regulation C promulgated under the
Securities Act of 1933, as amended (the "Prospectus"), and the underwritten
public offering of up to 418,474 (including 54,584 shares of Common Stock for
which the underwriters have been granted an over-allotment option) shares of
the Company's common stock (the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation and Bylaws, as amended, and the originals or copies certified
to our satisfaction of such records, documents, certificates, memoranda and
other instruments as in our judgment are necessary or appropriate to enable
to render the opinion expressed below and (ii) assumed that the shares of the
Common Stock will be sold by the underwriters at a price established by the
Pricing Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be validly issued, fully
paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included in the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Yours very truly,
COOLEY GODWARD LLP
/s/ Mark P. Tanoury
Mark P. Tanoury
