<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
----------------
STATE OF THE ART, INC.
(NAME OF SUBJECT COMPANY)
ROSE ACQUISITION CORP.
THE SAGE GROUP PLC
(BIDDERS)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
85730710
(CUSIP NUMBER OF CLASS OF SECURITIES)
PAUL WALKER
CHIEF EXECUTIVE OFFICER
THE SAGE GROUP PLC
SAGE HOUSE
BENTON PARK ROAD
NEWCASTLE UPON TYNE
ENGLAND NE7 7LZ
(191) 255-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR EMBARCADERO CENTER, SUITE 3800
SAN FRANCISCO, CALIFORNIA 94111
(415) 984-6400
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<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer statement on
Schedule 14D-1/13D (the "Schedule 14D-1/13D") filed with the Securities and
Exchange Commission on February 2, 1998 by Rose Acquisition Corp. (the
"Purchaser") and The Sage Group plc, ("Parent"), relating to the offer by the
Purchaser to purchase all of the issued and outstanding shares of common stock,
no par value (the "Common Stock"), of the Company, for $22.00 per share of
Common Stock, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February 2, 1998 (the
"Offer to Purchase"), a copy of which is attached to the Schedule 14D-1/13D as
Exhibit (a)(1), and the related Letter of Transmittal, a copy of which is
attached to the Schedule 14D-1/13D as Exhibit (a)(2). This filing also
constitutes Amendment No. 1 to the Schedule 13D originally filed pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended, on behalf of
each of the Purchaser and Parent.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1/13D.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Items (a)-(b) The information set forth in "Section 10--Source and Amount of
Funds" of the Offer to Purchase is hereby amended by replacing the first
paragraph of the subsection entitled "The Equity Placing" in its entirety with
the following:
It is anticipated that approximately (Pounds)75 million (or approximately
$123 million) of the funds necessary to purchase all of the Shares in the
Offer, finance the Merger Consideration and pay fees and expenses in
connection with the Offer and Merger will be obtained by the allotment and
issue of new ordinary shares of Parent (the "New Ordinary Shares") pursuant
to the terms of the Vendor Placing Agreement, dated January 27, 1998 (the
"Vendor Placing Agreement"), by and between Parent and J. Henry Schroders &
Co. Limited ("Schroders"). New Ordinary Shares will be allotted and issued,
credited as fully paid, by Parent to such persons as may be nominated by
Schroders under the Vendor Placing Agreement (who will not be shareholders
of the Company), and if no such person is nominated by Schroders, then to
Schroders itself. Schroders' obligations under the Vendor Placing Agreement
are conditioned upon, among other things, the admission to listing on the
London Stock Exchange of the New Ordinary Shares and that admission
becoming effective not later than 9:00 a.m. on March 27, 1998. Under the
terms of the Vendor Placing Agreement, Parent has given certain
representations, warranties and undertakings to Schroders customarily given
in transactions of this type. All New Ordinary Shares will rank pari passu
with all ordinary shares of Parent currently in issue, except that they
will not rank for any final dividend in respect of the fiscal year of
Parent ended September 30, 1997, declared in respect of such ordinary
shares.
The shareholders of the Company will receive, as a result of these
arrangements, the full amount due to them of $22.00 per Share accepted for
payment in the Offer, of which approximately $10.34 will represent an
amount equal to the proceeds of the sale of the New Ordinary Shares. The
shareholders of the Company will not obtain any right under the Offer which
any of them may enforce against Schroders or any person nominated by
Schroders to accept the allotment and issue of New Ordinary Shares.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended by replacing such Item 7 in its entirety with the
following:
The information set forth in the "INTRODUCTION", "Section 9--Certain
Information Concerning Parent and the Purchaser", "Section 10--Source and
Amount of Funds", "Section 11--Background of the Offer; Purpose of the
Offer and the Merger; The Merger Agreement and Certain Other Agreements",
"Section 12--Plans for the Company; Other Matters" and "Section 16--Fees
and Expenses" of the Offer to Purchase is incorporated herein by reference.
On February 23, 1998, each of David W. Hanna, Jeffrey E. Gold, David R.
Butler, W. Frank King, and George Riviere executed a letter agreement
addressed to Parent and the Purchaser, pursuant to which each of
David W. Hanna, Jeffrey E.
2
<PAGE>
Gold, David R. Butler, W. Frank King, and George Riviere agreed not to
exercise any of the options to purchase common stock of the Company held by
such person from the date thereof through the Effective Time (as defined in
the Merger Agreement).
ITEM 10. ADDITIONAL INFORMATION.
Item 10(a) is hereby amended by replacing such Section (a) in its entirety
with the following:
Except as disclosed in Items 3 and 7 above and in the following sentence,
there are no present or proposed material contracts, arrangements,
understandings or relationships between Parent or the Purchaser, or to the
best knowledge of Parent and the Purchaser, any of the persons listed in
Schedule I of the Offer to Purchase, and the Company, or any of its
executive officers, directors, controlling persons or subsidiaries. On
February 20, 1998, the Company executed a letter agreement with Parent and
the Purchaser, pursuant to which (i) Parent and the Purchaser agreed to
waive, and the Company consented to the waiver of, the Minimum Condition
described in Annex I to the Merger Agreement to the extent at least
10,279,000 of the issued and outstanding shares of the Company are tendered
and not withdrawn as of any scheduled expiration date of the Offer (which
number of Shares represents approximately 90% of the issued and outstanding
Shares of the Company on a fully diluted basis without giving effect to the
exercise of the Stock Option or to the exercise of options issued or
granted pursuant to the Stock Plans of the Company that (A) the holders
thereof have agreed not to exercise following the date hereof, or (B)
cannot be exercised prior to April 1, 1998, and (ii) the Company
represented and warranted that, (i) as of February 19, 1998, there are
11,178,085 Shares of the Company issued and outstanding, and (ii) options
to purchase no more than 898,233 Shares pursuant to Stock Plans of the
Company are or will be exercisable at any time between the date thereof
through April 1, 1998 (including pursuant to any accelerated vesting
provisions upon a change of control of the Company).
Item 10(b)-(c) The information set forth in "Section 15--Certain Legal
Matters" is hereby amended by adding the following new paragraph to the end of
the subsection entitled "Antitrust" contained therein:
On February 13, 1998, the FTC granted Parent early termination of the
waiting period under the HSR Act.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by adding thereto the following
Exhibit:
<TABLE>
<C> <S>
(c)(5) Letter Agreement, dated February 23, 1998, between the Company and
each of Parent and the Purchaser.
(c)(6) Letter Agreement, dated February 23, 1998, between David W. Hanna
and each of Parent and the Purchaser.
(c)(7) Letter Agreement, dated February 23, 1998, between Jeffrey E. Gold
and each of Parent and the Purchaser.
(c)(8) Letter Agreement, dated February 23, 1998, between George Riviere
and each of Parent and the Purchaser.
(c)(9) Letter Agreement, dated February 23, 1998, between W. Frank King and
each of Parent and the Purchaser.
(c)(10) Letter Agreement, dated February 23, 1998, between David R. Butler
and each of Parent and the Purchaser.
</TABLE>
3
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
(a)(1) Offer to Purchase, dated February 2, 1998.
(a)(2) Letter of Transmittal.
(a)(3) Letter for use by Brokers, Dealers, Banks, Trust Companies and
Nominees to their Clients.
(a)(4) Letter to Clients.
(a)(5) Notice of Guaranteed Delivery.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release issued by Parent, dated January 27, 1998.
(a)(8) Press Release issued by the Company, dated January 27, 1998.
(a)(9) Form of Summary Advertisement, dated February 2, 1998.
(a)(10) Fairness Opinion of UBS Securities LLC, dated January 26, 1998.
(a)(11) Financial Statements of Parent for the fiscal years ended September
30, 1997 and 1996.
(b)(1) Facilities Agreement, dated January 27, 1998, by and among Parent,
Purchaser, the Banks and Financial Institutions named in Schedule 1
thereto, and Lloyds Bank plc Capital Markets.
(b)(2) Placing Agreement, dated January 27, 1998, by and between Parent and
J. Henry Schroders & Co.
(c)(1) Agreement and Plan of Merger, dated January 27, 1998, by and among
Parent, the Purchaser and the Company.
(c)(2) Shareholder Agreement, dated January 27, 1998, by and among Parent,
the Purchaser, David W. Hanna, George Riviere and Jeffrey E. Gold.
(c)(3) Option Agreement, dated January 27, 1998, by and among Parent, the
Purchaser and the Company.
(c)(4) Confidentiality Agreement, dated January 14, 1998, by and between
Parent and Company.
(c)(5) Letter Agreement, dated February 23, 1998, between the Company and
each of Parent and the Purchaser.
(c)(6) Letter Agreement, dated February 23, 1998, between David W. Hanna and
each of Parent and the Purchaser.
(c)(7) Letter Agreement, dated February 23, 1998, between Jeffrey E. Gold and
each of Parent and the Purchaser.
(c)(8) Letter Agreement, dated February 23, 1998, between George Riviere and
each of Parent and the Purchaser.
(c)(9) Letter Agreement, dated February 23, 1998, between W. Frank King and
each of Parent and the Purchaser.
(c)(10) Letter Agreement, dated February 23, 1998, between David R. Butler and
each of Parent and the Purchaser.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
4
<PAGE>
SIGNATURE
After due 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.
Date: February 23, 1998
ROSE ACQUISITION CORP.
/s/ PAUL WALKER
By: _________________________________
Name: Paul Walker
Title: Vice President and
Secretary
5
<PAGE>
SIGNATURE
After due 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.
Date: February 23, 1998
THE SAGE GROUP PLC
/s/ PAUL WALKER
By: _________________________________
Name: Paul Walker
Title: Chief Executive Officer
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
(c)(5) Letter Agreement, dated February 23, 1998, between the Company and
each of Parent and the Purchaser.
(c)(6) Letter Agreement, dated February 23, 1998, between David W. Hanna and
each of Parent and the Purchaser.
(c)(7) Letter Agreement, dated February 23, 1998, between Jeffrey E. Gold and
each of Parent and the Purchaser.
(c)(8) Letter Agreement, dated February 23, 1998, between George Riviere and
each of Parent and the Purchaser.
(c)(9) Letter Agreement, dated February 23, 1998, between W. Frank King and
each of Parent and the Purchaser.
(c)(10) Letter Agreement, dated February 23, 1998, between David R. Butler and
each of Parent and the Purchaser.
</TABLE>
7
<PAGE>
Exhibit (c)(5)
STATE OF THE ART, INC.
56 Technology Drive
Irvine, California 92618
February 23, 1998
The Sage Group plc
Rose Acquisition Corp.
Sage House
Benton Park Road
Newcastle Upon Tyne, NE7 7LZ
England
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger, dated
January 27, 1998 (the "Merger Agreement"), by and among The Sage Group plc, a
corporation organized under the laws of England ("Parent"), Rose Acquisition
Corp., a Delaware corporation (the "Purchaser"), and State Of The Art, Inc., a
California corporation (the "Company"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Merger
Agreement.
In order to permit the Purchaser to consummate the Offer in accor
dance with the terms set forth in the Merger Agreement in the event that greater
than ninety percent (90%) of the issued and outstanding Shares of the Company
are tendered and not withdrawn as of any scheduled expiration date of the Offer,
but less than ninety percent (90%) of the issued and outstanding Shares on a
fully diluted basis are tendered and not withdrawn as of such expiration date,
in the event that at least 10,279,000 of the issued and outstanding Shares
of the Company are tendered and not withdrawn as of such expiration date, Parent
and the Purchaser agree to waive, and the Company hereby consents to the waiver
by the Purchaser of, the Minimum Condition described in Annex I to the Merger
Agreement to such extent. The Company hereby represents and warrants that, (i)
as of February 19, 1998,
<PAGE>
there are 11,178,085 Shares of the Company issued and outstanding, and (ii)
options to purchase no more than 898,233 Shares pursuant to Stock Plans of the
Company are or will be exercisable at any time between the date hereof through
April 1, 1998 (including pursuant to any accelerated vesting provisions upon a
change of control of the Company).
Each of Parent, Purchaser and the Company hereby agrees that the terms of
this letter shall remain effective from the date hereof until the earlier of (i)
March 12, 1998, and (ii) the date upon which the Purchaser accepts for payment
the Shares of the Company pursuant to the terms of the Offer.
2
<PAGE>
Very truly yours,
STATE OF THE ART, INC.
By: /s/ DAVID W. HANNA
--------------------------------
Name: David W. Hanna
Title: President, Chief Executive
Officer and Chairman of the
Board
ACKNOWLEDGED AND AGREED:
THE SAGE GROUP PLC
By: /s/ PAUL WALKER
---------------------------------
Name: Paul Walker
Title: Chief Executive Officer
ROSE ACQUISITION CORP.
By: /s/ PAUL WALKER
-------------------
Name: Paul Walker
Title: Vice President and Secretary
3
<PAGE>
Exhibit (c)(6)
DAVID W. HANNA
c/o State Of The Art, Inc.
56 Technology Drive
Irvine, California 92618
February 23, 1998
The Sage Group plc
Rose Acquisition Corp.
Sage House
Benton Park Road
Newcastle Upon Tyne, NE7 7LZ
England
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger, dated
January 27, 1998 (the "Merger Agreement"), by and among The Sage Group plc, a
corporation organized under the laws of England, Rose Acquisition Corp., a Dela
ware corporation (the "Purchaser"), and State Of The Art, Inc., a California
corpora tion (the "Company"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Merger Agreement.
The undersigned represents and warrants that the undersigned is the
holder of options (the "Options") to purchase 513,541 Shares of the Company,
which Options are currently exercisable or will be exercisable by April 1,
1998.
As an inducement for you to waive the Minimum Condition described in
Annex I to the Merger Agreement and consummate the Offer in accordance with the
terms set forth in the Merger Agreement, the undersigned hereby agrees not to
exercise any of the Options from the date hereof through the Effective Time.
The undersigned does not, and nothing in this letter shall be construed to,
waive any
<PAGE>
benefits intended to be conferred on the undersigned pursuant to Section 2.4 of
the Merger Agreement.
The agreement set forth herein shall terminate upon the earlier of the
Effective time and the termination of the Merger Agreement in accordance with
its terms.
2
<PAGE>
Very truly yours,
/s/ DAVID W. HANNA
-----------------------------------
David W. Hanna
ACKNOWLEDGED AND AGREED:
THE SAGE GROUP PLC
By: /s/ PAUL WALKER
----------------------------------
Name: Paul Walker
Title: Chief Executive Officer
ROSE ACQUISITION CORP.
By: /s/ PAUL WALKER
-------------------------------
Name: Paul Walker
Title: Vice President and Secretary
3
<PAGE>
Exhibit (c)(7)
JEFFREY E. GOLD
c/o State Of The Art, Inc.
56 Technology Drive
Irvine, California 92618
February 23, 1998
The Sage Group plc
Rose Acquisition Corp.
Sage House
Benton Park Road
Newcastle Upon Tyne, NE7 7LZ
England
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger, dated
January 27, 1998 (the "Merger Agreement"), by and among The Sage Group plc, a
corporation organized under the laws of England, Rose Acquisition Corp., a Dela
ware corporation (the "Purchaser"), and State Of The Art, Inc., a California
corpora tion (the "Company"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Merger Agreement.
The undersigned represents and warrants that the undersigned is the
holder of options (the "Options") to purchase 52,672 Shares of the Company,
which Options are currently exercisable or will be exercisable by April 1,
1998.
As an inducement for you to waive the Minimum Condition described in
Annex I to the Merger Agreement and consummate the Offer in accordance with the
terms set forth in the Merger Agreement, the undersigned hereby agrees not to
exercise any of the Options from the date hereof through the Effective Time.
The undersigned does not, and nothing in this letter shall be construed to,
waive any
<PAGE>
benefits intended to be conferred on the undersigned pursuant to Section 2.4 of
the Merger Agreement.
The agreement set forth herein shall terminate upon the earlier of the
Effective time and the termination of the Merger Agreement in accordance with
its terms.
2
<PAGE>
Very truly yours,
/s/ JEFFREY E. GOLD
----------------------------------------------
Jeffrey E. Gold
ACKNOWLEDGED AND AGREED:
THE SAGE GROUP PLC
By: /s/ PAUL WALKER
----------------------------------
Name: Paul Walker
Title: Chief Executive Officer
ROSE ACQUISITION CORP.
By: /s/ PAUL WALKER
------------------------------
Name: Paul Walker
Title: Vice President and Secretary
3
<PAGE>
Exhibit (c)(8)
GEORGE RIVIERE
c/o State Of The Art, Inc.
56 Technology Drive
Irvine, California 92618
February 23, 1998
The Sage Group plc
Rose Acquisition Corp.
Sage House
Benton Park Road
Newcastle Upon Tyne, NE7 7LZ
England
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger, dated
January 27, 1998 (the "Merger Agreement"), by and among The Sage Group plc, a
corporation organized under the laws of England, Rose Acquisition Corp., a Dela
ware corporation (the "Purchaser"), and State Of The Art, Inc., a California
corpora tion (the "Company"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Merger Agreement.
The undersigned represents and warrants that the undersigned is the
holder of options (the "Options") to purchase 23,958 Shares of the Company,
which Options are currently exercisable or will be exercisable by April 1,
1998.
As an inducement for you to waive the Minimum Condition described in
Annex I to the Merger Agreement and consummate the Offer in accordance with the
terms set forth in the Merger Agreement, the undersigned hereby agrees not to
exercise any of the Options from the date hereof through the Effective Time.
The undersigned does not, and nothing in this letter shall be construed to,
waive any
<PAGE>
benefits intended to be conferred on the undersigned pursuant to Section 2.4 of
the Merger Agreement.
The agreement set forth herein shall terminate upon the earlier of the
Effective time and the termination of the Merger Agreement in accordance with
its terms.
2
<PAGE>
Very truly yours,
/s/ GEORGE RIVIERE
-------------------------------------
George Riviere
ACKNOWLEDGED AND AGREED:
THE SAGE GROUP PLC
By: /s/ PAUL WALKER
---------------------------------
Name: Paul Walker
Title: Chief Executive Officer
ROSE ACQUISITION CORP.
By: /s/ PAUL WALKER
------------------------------
Name: Paul Walker
Title: Vice President and Secretary
3
<PAGE>
Exhibit (c)(9)
W. FRANK KING
c/o State Of The Art, Inc.
56 Technology Drive
Irvine, California 92618
February 23, 1998
The Sage Group plc
Rose Acquisition Corp.
Sage House
Benton Park Road
Newcastle Upon Tyne, NE7 7LZ
England
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger, dated
January 27, 1998 (the "Merger Agreement"), by and among The Sage Group plc, a
corporation organized under the laws of England, Rose Acquisition Corp., a
Delaware corporation (the "Purchaser"), and State Of The Art, Inc., a California
corporation (the "Company"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Merger Agreement.
The undersigned represents and warrants that the undersigned is the
holder of options (the "Options") to purchase 35,000 Shares of the Company,
which Options are currently exercisable or will be exercisable by April 1,
1998.
As an inducement for you to waive the Minimum Condition described in
Annex I to the Merger Agreement and consummate the Offer in accordance with the
terms set forth in the Merger Agreement, the undersigned hereby agrees not to
exercise any of the Options from the date hereof through the Effective Time. The
undersigned does not, and nothing in this letter shall be construed to, waive
any
<PAGE>
benefits intended to be conferred on the undersigned pursuant to Section 2.4 of
the Merger Agreement.
The agreement set forth herein shall terminate upon the earlier of the
Effective time and the termination of the Merger Agreement in accordance with
its terms.
2
<PAGE>
Very truly yours,
/s/ FRANK KING
--------------------------
W. Frank King
ACKNOWLEDGED AND AGREED;
THE SAGE GROUP PLC
By: /s/ PAUL WALKER
--------------------------------
Name: Paul Walker
Title: Chief Executive Officer
ROSE ACQUISITION CORP.
By: /s/ PAUL WALKER
--------------------------------
Name: Paul Walker
Title: Vice President and Secretary
3
<PAGE>
Exhibit (c)(10)
DAVID R. BUTLER
c/o State Of The Art, Inc.
56 Technology Drive
Irvine, California 92618
February 23, 1998
The Sage Group plc
Rose Acquisition Corp.
Sage House
Benton Park Road
Newcastle Upon Tyne, NE7 7LZ
England
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger, dated
January 27, 1998 (the "Merger Agreement"), by and among The Sage Group plc, a
corporation organized under the laws of England, Rose Acquisition Corp., a
Delaware corporation (the "Purchaser"), and State Of The Art, Inc., a California
corporation (the "Company"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Merger Agreement.
The undersigned represents and warrants that the undersigned is the
holder of options (the "Options") to purchase 30,208 of the Company,
which Options are currently exercisable or will be exercisable by April 1,
1998.
As an inducement for you to waive the Minimum Condition described in
Annex I to the Merger Agreement and consummate the Offer in accordance with the
terms set forth in the Merger Agreement, the undersigned hereby agrees not to
exercise any of the Options from the date hereof through the Effective Time. The
undersigned does not, and nothing in this letter shall be construed to, waive
any
<PAGE>
benefits intended to be conferred on the undersigned pursuant to Section 2.4 of
the Merger Agreement.
The agreement set forth herein shall terminate upon the earlier of the
Effective time and the termination of the Merger Agreement in accordance with
its terms.
2
<PAGE>
Very truly yours,
/s/ DAVID R. BUTLER
----------------------------------
David R. Butler
ACKNOWLEDGED AND AGREED:
THE SAGE GROUP PLC
By: /s/ PAUL WALKER
-------------------------------
Name: Paul Walker
Titled: Chief Executive Officer
ROSE ACQUISITION CORP.
By: /s/ PAUL WALKER
-------------------------------
Name: Paul Walker
Title: Vice President and Secretary
3
