<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
          EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, 2000

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          AND EXCHANGE ACT OF 1934


                        Commission File Number: 0-28900


                           ROGUE WAVE SOFTWARE, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

       Delaware                                               93-1064214
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                               Identification No.)

5500 Flatiron Parkway, Boulder, Colorado                            80301
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

                                (303) 473-9118
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months  (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  YES    X    NO
                                         -----      -----

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

            Class                       Outstanding at April 30, 2000
            -----                       -----------------------------
 Common Stock, $0.001 par value                   10,806,042


                                      1.
<PAGE>

                           ROGUE WAVE SOFTWARE, INC.
                                   FORM 10-Q

                                     INDEX


<TABLE>
<CAPTION>
                                                                           Page No.
                                                                           --------
<S>                                                                            <C>
PART I - FINANCIAL INFORMATION,

Item 1. Consolidated Financial Statements:

            Condensed Consolidated Balance Sheets at September 30, 1999
            and March 31, 2000 ................................................3

            Consolidated Statements of Operations for the three and the six
            months Ended March 31, 1999 and 2000 ..............................4

            Consolidated Statements of Cash Flows for the six months ended
            March 31, 1999 and 2000 ...........................................5

            Notes to Consolidated Financial Statements ........................6

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations ...............................8

Item 3.     Quantitative and Qualitative Disclosures about Market Risk........18

PART II - OTHER INFORMATION

Item 4.     Submission of Matters to a Vote of Securities Holders.............20

Item 5.     Exhibits and Reports on Form 8-K .................................21

SIGNATURES ...................................................................23
</TABLE>

                                      2.
<PAGE>

                           ROGUE WAVE SOFTWARE, INC.
                               AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                (in thousands)


<TABLE>
<CAPTION>
                                                                       September 30,    March 31,
                                                                           1999           2000
                                                                     -----------------------------
                                                                                       (unaudited)
<S>                                                                     <C>            <C>
                                  ASSETS

Current assets:
   Cash and cash equivalents.........................................     $13,875       $18,551
   Short term investments............................................      13,789        15,755
                                                                          -------       -------
      Total cash, cash equivalents and short term investments........      27,664        34,306

   Accounts receivable, net..........................................      10,176         9,121
   Prepaid expenses and other current assets.........................       2,660         2,437
                                                                          -------       -------
      Total current assets...........................................      40,500        45,864

Equipment, net.......................................................       4,310         4,090
Goodwill, net........................................................      11,922        11,257
Other assets, net....................................................       2,738         1,949
                                                                          -------       -------
      Total assets...................................................     $59,470       $63,160
                                                                          =======       =======

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable..................................................     $   423       $   409
   Accrued expenses..................................................       5,399         4,491
   Deferred revenue..................................................      11,306        11,723
                                                                          -------       -------

      Total current liabilities......................................      17,128        16,623

Stockholders' equity:
   Common stock......................................................          10            10
    Additional paid-in capital.......................................      34,994        39,992
   Retained earnings.................................................       7,084         6,465
   Accumulated other comprehensive income............................         254            70
                                                                          -------       -------
      Total stockholders' equity.....................................      42,342        46,537
                                                                          -------       -------
      Total liabilities and stockholders' equity.....................     $59,470       $63,160
                                                                          =======       =======
</TABLE>


                            See accompanying notes.

                                      3.
<PAGE>

                           ROGUE WAVE SOFTWARE, INC.
                               AND SUBSIDIARIES

      CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

               (in thousands, except per share data, unaudited)

<TABLE>
<CAPTION>
                                                                     Three months ended     Six months ended
                                                                         March  31,             March 31,
                                                                     ------------------    ------------------
<S>                                                                 <C>        <C>        <C>        <C>
                                                                        1999       2000       1999       2000
                                                                        ----       ----       ----       ----
Revenue:
 License revenue..................................................   $ 8,619    $ 7,013    $16,428    $13,825
 Service and maintenance revenue..................................     4,760      6,029      9,136     11,833
                                                                     -------    -------    -------    -------
    Total revenue..................................................    13,379     13,042     25,564     25,658

Cost of revenue:
 Cost of license revenue..........................................       561        364      1,057        808
 Cost of service and maintenance revenue..........................     1,764      1,998      3,338      3,925
                                                                     -------    -------    -------    -------
   Total cost of revenue..........................................     2,325      2,362      4,395      4,733
                                                                     -------    -------    -------    -------
   Gross profit...................................................    11,054     10,680     21,169     20,925

Operating expenses:
 Product development..............................................     2,620      3,502      4,861      7,157
 Sales and marketing..............................................     5,665      5,781     11,073     11,353
 General and administrative.......................................     1,384      1,381      2,597      2,729
 Acquisition, relocation and goodwill amortization costs..........       102        354        102        955
                                                                     -------    -------    -------    -------
   Total operating expenses.......................................     9,771     11,018     18,633     22,194
   Income (loss) from operations..................................     1,283       (338)     2,536     (1,269)
Other income, net.................................................       408        356        523        691
                                                                     -------    -------    -------    -------
   Income (loss) before income taxes..............................     1,691         18      3,059       (578)
Income tax expense................................................       592        130      1,071         41
                                                                     -------    -------    -------    -------
   Net income (loss)..............................................   $ 1,099    $  (112)   $ 1,988    $  (619)
                                                                     =======    =======    =======    =======

Basic earnings (loss) per share...................................     $0.10     $(0.01)     $0.18     $(0.06)
                                                                     =======    =======    =======    =======
Diluted earnings (loss) per share.................................     $0.10     $(0.01)     $0.18     $(0.06)
                                                                     =======    =======    =======    =======
Shares used in basic per share calculation........................    10,531     10,524     10,893     10,349
Shares used in diluted per share calculation......................    11,185     10,524     11,091     10,349

   Net income (loss)..............................................     1,099       (112)     1,988       (619)

Other comprehensive loss:
 Foreign currency translation losses..............................      (186)      (427)       (92)      (184)
                                                                     -------    -------    -------    -------
   Total comprehensive income (loss)..............................   $   913    $  (539)   $ 1,896    $  (803)
                                                                     =======    =======    =======    =======
</TABLE>

                            See accompanying notes.


                                      4.
<PAGE>

                           ROGUE WAVE SOFTWARE, INC
                               AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                           (in thousands, unaudited)

<TABLE>
<CAPTION>
                                                                                     Six months ended
                                                                                     ----------------
                                                                                        March  31,
                                                                                        ----------
<S>                                                                              <C>          <C>
                                                                                       1999       2000
                                                                                   --------    -------
Cash flows from operating activities:
 Net income (loss).............................................................    $  1,988    $  (619)
Adjustments to reconcile net income (loss) to net cash from operating
 activities:
 Depreciation and amortization.................................................       1,853      2,354
 Loss on disposal of assets....................................................          58         --
 Changes in assets and liabilities:
  Accounts receivable..........................................................        (991)     1,055
  Prepaid expenses and other current assets....................................        (230)       239
  Deferred income taxes........................................................          --        (16)
  Other noncurrent assets......................................................      (1,106)       222
  Accounts payable and accrued expenses........................................       1,678       (918)
  Deferred  revenue............................................................       1,865        417
                                                                                   --------    -------

   Net cash from operating activities..........................................       5,115      2,734
                                                                                   --------    -------

Cash flows from investing activities :

 Purchase of business net of cash acquired.....................................     (11,840)        --
 Short term investments........................................................       5,014     (1,966)
 Equipment acquisitions........................................................        (692)      (902)
                                                                                   --------    -------
 Net cash from investing activities............................................      (7,518)    (2,868)
                                                                                   --------    -------

Cash flows from financing activities:
 Payments on long-term debt and capital lease obligations......................        (100)        (4)
 Net proceeds from issurance of common stock, net..............................         337         --
 Purchase of treasury stock....................................................      (1,627)        --
 Proceeds from exercise of stock options.......................................         272      4,998
                                                                                   --------    -------
   Net cash from financing activities..........................................      (1,118)     4,994
                                                                                   --------    -------
Effect of exchange rate changes on cash........................................         (92)      (184)
                                                                                   --------    -------
 Net change in cash and cash equivalents.......................................      (3,613)     4,676
Cash and cash equivalents at beginning of period...............................      13,981     13,875
                                                                                   --------    -------
Cash and cash equivalents at end of period.....................................    $ 10,368    $18,551
                                                                                   ========    =======
</TABLE>



                            See accompanying notes.

                                      5.
<PAGE>

                           ROGUE WAVE SOFTWARE, INC.
                                   NOTES TO
                       CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)


1.   Basis of Presentation
     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles. However, certain information or
     footnote disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed, or omitted, pursuant to the rules and regulations of the
     Securities and Exchange Commission. In the opinion of management, the
     statements include all adjustments necessary (which are of a normal and
     recurring nature) for the fair presentation of the results of the interim
     periods presented. These financial statements should be read in conjunction
     with the Company's audited consolidated financial statements and notes
     thereto (the Consolidated Financial Statements) for the year ended
     September 30, 1999, as included in the Company's annual report on Form
     10-K.

2.   Revenue Recognition
     The Company's revenue is recognized according to the criteria of the
     American Institute of Certified Public Accountants Statements of Position
     97-2, 98-4 and 98-9, relating to software revenue recognition. License
     revenue is booked upon the execution of a license agreement or signed
     written contract with fixed or determinable fees, shipment or electronic
     delivery of the product, and determination that collection of the resulting
     receivable is probable. Maintenance and service revenue includes
     maintenance revenue that is deferred and recognized over the maintenance
     period and service revenue that includes training and consulting, which is
     recognized as services are performed.

3.   Common Stock Repurchase
     In October 1998, the Board of directors authorized the Company to
     repurchase up to the lesser of 500,000 shares of the Company's common stock
     or $10,000,000. In July 1999, the Board of Directors further authorized the
     Company to repurchase the lesser of an additional 500,000 shares, or a
     cumulative total of $8,500,000 for the full 1,000,000 shares. The Company
     has purchased and subsequently issued a total of 358,300 shares for
     employee benefit plans as of March 31, 2000.

4.   Acquisition
     On March 1, 1999, the Company acquired 100% of the outstanding stock of
     NobleNet, Inc. (NobleNet) for $11.8 million in cash. The acquisition was
     accounted for under the purchase method and, accordingly, the accompanying
     financial statements include NobleNet's results beginning with the
     acquisition date. The purchase price was allocated to the assets of
     NobleNet based on their respective fair values. The excess of the purchase
     price over net identifiable assets acquired approximated $12.0 million and
     is being amortized over 10 years. The pro forma information that follows
     assumes that the acquisition of NobleNet took place as of January 1, 1999.
     The unaudited pro forma information is not necessarily indicative of either
     the results of operations that would have occurred had the purchase been
     made during the period presented or the future results of the combined
     operations.

                                                             Three Months Ended
                                                               March 31, 1999
Revenue........................................................    $13,547
Net loss.......................................................       (128)
Basic and diluted loss per share...............................      (0.01)


                                      6.
<PAGE>

5.   Earnings (Loss) Per Share
     Basic earnings (loss) per share is computed on the basis of the weighted
     average number of common shares outstanding. Diluted earnings (loss) per
     share is computed on the basis of the weighted average number of common
     shares outstanding plus the effect of outstanding stock options using the
     "treasury stock" method unless the impact is anti-dilutive. The difference
     between basic earnings per share and diluted earnings per share is due to
     the effect of outstanding stock options. For the three and six months ended
     March 31, 2000, the dilutive effect of outstanding options would have been
     467,111 and 332,151, respectively.

6.   Comprehensive Income
     During fiscal year 1999 the Company adopted Financial Accounting Standards
     Board Statement No. 130 ("FASB 130"), "Reporting Comprehensive Income."
     FASB 130 establishes new rules for reporting and displaying comprehensive
     income and its components; however, the adoption has no impact on the
     Company's net income or stockholders' equity. "Comprehensive Income"
     includes foreign currency translation adjustments which, prior to the
     adoption of FASB 130, were reported separately in stockholders' equity.


                                      7.
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section, as well as in
the section "Risk Factors" and "Business" in the Company's Annual Report on Form
10-K for the year ended September 30, 1999. Readers are cautioned not to place
undue reliance on these forward-looking statements which reflect management's
analysis only as of the date hereof. The Company undertakes no obligation to
publicly release the results of any revision to these forward-looking statements
which may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

Overview

     Rogue Wave was founded in 1989 to provide reusable software components for
the development of object-oriented software applications. The Company operated
as a Subchapter S corporation until June 1994. In October 1995, Rogue Wave
merged with Inmark Development Corporation ("Inmark"), a privately held
corporation specializing in the development, distribution and support of an
object-oriented graphical user interface library written in the C++ programming
language. In February 1998, the Company merged with Stingray Software, Inc.
("Stingray"), a privately held corporation specializing in the development and
distribution of object-oriented development tools for Windows programmers and a
leading provider of Visual C++ class libraries. Both transactions were accounted
for as pooling-of-interests business combinations. In March 1999, the Company
merged with NobleNet, Inc. (NobleNet) in a purchase business combination.
NobleNet specialized in building and marketing software products that allow
existing information technology (IT) systems to communicate and interoperate
across corporate networks and the Internet. The products are used to build
sophisticated, enterprise-wide, distributed applications that run on more than
40 platforms.

     To date, the Company's revenue has been derived from licenses of its
software products and related maintenance, training and consulting services.
License revenue is booked upon execution of a license agreement or signed
written contract with fixed or determinable fees, shipment or electronic
delivery of the product if no significant contractual obligations remain and
collection of the resulting receivable is probable. Allowances for credit risks
and for estimated future returns are provided upon shipment. Returns to date
have not been significant. Service and maintenance revenue consists of fees that
are charged separately from product licenses. Maintenance revenue consists of
fees for ongoing support and product updates and is recognized ratably over the
term of the contract, which is typically 12 months. Service revenue consists of
training and consulting services and is recognized upon completion of the
related activity. The Company's revenue recognition policies are in compliance
with American Institute of Certified Public Accountants Statements of Position
97-2, 98-4, and 98-9 relating to software revenue recognition.

     The Company markets its products primarily through its direct sales force,
and to a lesser extent through the Internet and an indirect channel consisting
of OEMs, VARs, dealers and distributors. The Company's direct sales force
consists of an inside telesales group that focuses on smaller orders ($50,000 or
less), and a field sales force that focuses on larger site licenses. The Company
makes most of its products available for sale and distribution over the
Internet. Revenue through this channel has not been significant to date, and
there can be no assurance that the Company will be successful in marketing its
products through this channel.


                                      8.
<PAGE>

     International revenue accounted for approximately 28%, 24% and 23% of total
revenue in fiscal 1998, 1999 and the six months ended March 31, 2000,
respectively. In January 1996, the Company established a wholly owned subsidiary
in Germany to market and support the Company's products in Germany and
neighboring countries. In February 1997, the Company expanded its European
operations by acquiring Precision, a distributor of Rogue Wave software products
in Germany, the United Kingdom, France and the Benelux countries. In 1998, the
Company established a subsidiary in Italy. The Company anticipates further
expansion in foreign countries and expects that international license and
service and maintenance revenue will account for an increasing portion of its
total revenue in the future. The Company has committed and continues to commit
significant management time and financial resources to developing direct and
indirect international sales and support channels. The Company has initiated a
management reorganization that is expected to support accelerated European
growth. There can be no assurance, however, that the Company will be able to
maintain or increase international market demand for its products.

     The majority of the Company's international revenue is generated by the
Company's European subsidiaries and is denominated in local currencies. The
Company may enter into forward foreign exchange contracts to reduce the risk
associated with currency fluctuations. Although exposure to currency
fluctuations to date has been insignificant, to the extent international revenue
is denominated in local currencies, foreign currency translations may contribute
to significant fluctuations in, and could have a material adverse effect upon,
the Company's business, financial condition and results of operations. See "Risk
Factors-Risks Associated with in International Operations."

     The Company acquired a controlling interest in HotData, Inc. ("HotData")
for $1.3 million on October 1, 1997. HotData began operations during 1997 and
has developed technology relating to the collection and verification of data
across the Internet. On September 1, 1998 and on January 11, 1999, HotData
issued capital stock to additional investors thereby reducing the Company's
percentage ownership from 78% to 42% and 42% to 21%, respectively. The HotData
investment was accounted for using the equity method of accounting for fiscal
1998, 1999 and 2000. As of March 31, 2000, the Company's recorded investment
balance in HotData is zero as a result of the Company's share of HotData losses.

     In February 1998, the Company acquired all of the outstanding shares of
Stingray common stock in a business combination accounted for as a pooling of
interests for approximately 1.65 million shares of Rogue Wave common stock.
Stingray was a privately held company that develops and distributes development
tools for Windows programmers. The merger added several new product lines to
Rogue Wave's current slate of object-oriented C++ and Java (TM) class libraries
and builders. Stingray offers an extensive line of add-on libraries that extend
and enhance the Microsoft Foundation Classes (MFC), providing additional,
prebuilt functionality for creating sophisticated GUI controls, grids, diagrams
and charts. Stingray also offers ActiveX components, and several Java class
libraries that will further strengthen Rogue Wave's offerings in the Java
marketplace. The financial results for all periods presented include the
accounts of the Company and Stingray.

     In March 1999, the Company acquired all of the outstanding shares of
NobleNet common stock which were accounted for under the purchase method for
approximately $11.8 million in cash. NobleNet's Nouveau technology, expanded
Rogue Wave's product offering by providing a unified architecture for building
high performance, distributed applications that interoperate across an
enterprise or over the Internet.


                                      9.
<PAGE>

Results of Operations

     The following table sets forth for the periods indicated the percentage of
net revenue represented by certain line items in the Company's Consolidated
Statements of Operations.

<TABLE>
<CAPTION>
                                                    Percentage of Total Net Revenues
                                                    --------------------------------
                                                 -------------------------------------
                                                 Three months ended   Six months ended
                                                      March 31,           March 31,
                                                 ------------------   ----------------
<S>                                                 <C>     <C>      <C>     <C>
                                                     1999    2000     1999    2000

Revenue:
 License revenue .................................     64%     54%      64%     54%
 Service and maintenance revenue .................     36      46       36      46
                                                     ----    ----     ----    ----

   Total revenue .................................    100     100      100     100
                                                     ----    ----     ----    ----
Cost of revenue:
 Cost of license revenue .........................      4       3        4       3
 Cost of service and maintenance revenue .........     13      15       13      15
                                                     ----    ----     ----    ----
   Total cost of revenue .........................     17      18       17      18
                                                     ----    ----     ----    ----
   Gross profit ..................................     83      82       83      82
                                                     ----    ----     ----    ----

Operating expenses:
 Product development .............................     20      27       20      28
 Sales and marketing .............................     42      44       43      45
 General and administrative ......................     10      11       10      11
 Acquisition, relocation and goodwill amortization      1       3        0       3
                                                     ----    ----     ----    ----
   Total operating expenses ......................     73      85       73      87
                                                     ----    ----     ----    ----
   Income (loss) from operations .................     10      (3)      10      (5)
Other income, net ................................      3       3        2       3
                                                     ----    ----     ----    ----
   Income (loss) before income taxes .............     13    --         12      (2)
Income tax expense ...............................      5       1        4    --
                                                     ----    ----     ----    ----
   Net income (loss) .............................      8%     (1)%      8%     (2)%
</TABLE>

Revenue

     Total revenue for the three and six months ended March 31, 2000 was $13.0
million and $25.7 million, respectively, versus $13.4 million and $25.6 million
for the three and six months ended March 31, 1999, representing a decrease of 3%
and no change, respectively. License revenue for the three and six months ended
March 31, 2000 was $7.0 million and $13.8 million versus $8.6 million and $16.4
million, respectively, for the three and six months ended March 31, 1999,
respectively, representing a decrease of 19% and 16%, respectively. License
revenue decreased primarily as a result of a decrease in the number of licenses
sold to existing and new customers, reflecting a lack of additional product
offerings, and sales force turnover.

     Service and maintenance revenue for the three and six months ended March
31, 2000 was $6.0 million and $11.8 million versus $4.8 million and $9.1 million
for the three and six months ended March 31, 1999 representing an increase of
27% and 30%, respectively. The increase in service and maintenance revenue was
primarily attributable to increased sales volume of the Company's support and
maintenance services during the last twelve months which are recognized ratably
over the term of the support agreement.

                                      10.
<PAGE>

Cost of Revenue

     Cost of license revenue for the three and six months ended March 31, 2000
was $364,000 and $808,000 versus $561,000 and $1.1 million for the three and six
months ended March 31, 1999, representing a decrease of 35% and 24%,
respectively. As a percentage of total revenue, cost of license revenue was 3%
for the three and six months ended March 31, 2000 versus 4% for the three and
six months ended March 31, 1999. The decrease in cost of license revenue is a
result of a decrease in the number of licenses and manuals sold. The Company
expects that the cost of license revenue as a percentage of total revenue will
remain constant in fiscal 2000.

     Cost of service and maintenance revenue for the three and six months ended
March 31, 2000 was $2.0 million and $3.9 million versus $1.8 million and $3.3
million for the three and six months ended March 31, 1999 representing an
increase of 13% and 18%, respectively. As a percentage of total revenue, cost of
service and maintenance revenue was 15% for the three and six months ended March
31, 2000 versus 13% for the three and six months ended March 31, 1999. The
increase in cost of service and maintenance revenue was due primarily to a
higher mix of outside contractors used to provide consulting services. The
Company expects that service and maintenance revenue will continue to grow, the
Company does not believe the cost of such revenue will increase as a percentage
of total revenue.

Operating Expenses

     Product development expense for the three and six months ended March 31,
2000 was $3.5 million and $7.2 million versus $2.6 million and $4.9 million for
the three and six months ended March 31, 1999 representing an increase of 17%
and 32%. As a percentage of total revenue, product development expenses were 34%
and 47%, respectively, for the three and six months ended March 31, 2000 versus
20% for the three and six months ended March 31, 1999. The increase in product
development expenses was primarily attributable to the expense of additional
product development personnel as a result of the acquisition of NobleNet. The
increase in product development expenses as a percentage of revenue is due
primarily to the slower growth of revenue relative to the growth in product
development activities. The Company anticipates that it will continue to devote
substantial resources to product development and that product development
expenses will increase throughout fiscal 2000.

     Sales and marketing expense for the three and six months ended March 31,
2000 were $5.8 million and $11.4 million versus $5.7 million and $11.1 for the
three and six months ended March 31, 1999 representing an increase of 2% and 3%,
respectively. As a percentage of total revenue, sales and marketing expenses
were 44% for the three and six months ended March 31, 2000 versus 42% and 43%
for the three and six months ended March 31, 1999. The increase in sales and
marketing expense was primarily due to continued investment in systems and
personnel to expand the Company's sales channels. While the Company expects that
sales and marketing expenses will continue to grow, the Company does not believe
such expenses will increase as a percentage of total revenue.

     General and administrative expense for the three and six months ended March
31, 2000 were $1.4 million and $2.7 million versus $1.4 million and $2.6 million
for the three and six months ended March 31, 1999 representing no change and an
increase of 5%, respectively. The slight increase in general and administrative
expenses was primarily due to continued investment in infrastructure and
associated expenses necessary to manage and support the Company's growing
operations.


                                      11.
<PAGE>

     Goodwill amortization and severance costs were $354,000 and $955,000 for
the three and six months ended March 31, 2000 versus $102,000 for the three and
six months ended March 31, 1999, respectively. The increase in costs relates to
goodwill amortization associated with the acquisition of NobleNet.

Other Income, Net

     Other income for the three and six months ended March 31, 2000 and the
three and six months ended March 31, 1999, primarily consists of interest income
on the Company's short-term investments. The increase in the six months ended
March 2000 versus the six months ended March 31, 1999, is due to an increase in
short term investments as well as general increases in interest rates.

Income Tax Expense

     Due to the non-deductibility of goodwill resulting from the NobleNet
acquisition, the Company has taxable income in 2000. Income taxes are provided
on an interim basis at the expected tax rate for the year.

Liquidity and Capital Resources

     The decrease in cash flows from operations for the six months ended March
31, 2000 compared to the six months ended March 31, 1999, was due primarily to a
net loss for the six months ended March 31, 2000 and changes in components of
working capital. The Company's investing activities consist primarily of the
purchase and sale of short-term investments and purchases of equipment.
Short-term investments primarily consist of commercial paper with original
maturities of 180 days or less which are held as securities available for sale.
The Company believes that expected cash flows from operations combined with
existing cash and cash equivalents and short-term investments will be sufficient
to meet its cash requirements for the foreseeable future. See "Risk Factors -
Uncertainty of Future Operating Results"; "Fluctuations in Quarterly Operating
Results," and "Future Acquisitions."

Factors That May Affect Future Results

     In evaluating the Company's business, prospective investors should
carefully consider the following factors in addition to the other information
presented in this report.

     Uncertainty of Future Operating Results. Our future operating results are
difficult to predict due to a variety of factors, many of which are outside of
our control. These factors include:

 .    the demand for our products and services;
 .    the level of product and price competition;
 .    the size, type and timing of individual license transactions;
 .    the delay or deferral of customer implementations;
 .    our success in expanding our direct sales force and indirect distribution
     channels;
 .    the timing of new product introductions and product enhancements; levels of
     international sales;
 .    changes in our pricing policy or that of our competitors;
 .    publication of opinions about us, our products and object-oriented,
     component technology by industry analysts;
 .    our ability to retain key employees and hire new employees; and
 .    our ability to develop and market new products and control costs.


                                      12
<PAGE>

     One or more of the foregoing factors may cause our operating expenses to be
disproportionately high during any given period or may cause our net revenue and
operating results to fluctuate significantly. Based on the preceding factors, we
may experience a shortfall in revenue or earnings or otherwise fail to meet
public market expectations, which could materially adversely affect our
business, financial condition and the market price of our common stock. For
example, our financial results for the third and fourth fiscal quarter of 1999
were below the expectations of public market financial analysts. The primary
factors leading to the lower than expected results were (1) a longer sales cycle
and product learning curve for the newly acquired Nouveau products, (2) lower
than expected European sales and (3) distractions associated with mergers and
reorganization. After each such announcement of financial results, the price of
our common stock declined materially.

     Fluctuations in Quarterly Operating Results. We generally ship orders as
received and as a result typically have little or no backlog. The lack of
significant backlog means that quarterly revenue and operating results depend
substantially on the volume and timing of orders we receive during the quarter,
which are difficult to forecast due to a number of reasons, many of which are
outside our control. Such reasons include:

 .    lack of a reliable means to assess overall customer demand;
 .    historically we have earned a substantial portion of our revenue in the
     last weeks, or even days, of each quarter;
 .    larger customer orders are subject to long sales cycles and are frequently
     delayed; and
 .    our service and maintenance revenue tends to fluctuate as consulting
     contracts are undertaken, renewed, completed or terminated.

     We base operating expenses on anticipated revenue trends and a high
percentage of these expenses are relatively fixed. As a result, a delay in the
recognition of revenue from a limited number of transactions could cause
significant variations in operating results from quarter to quarter and could
lead to significant losses. As a result of these factors, operating results and
growth rates for any particular quarter or other fiscal period may not be
indicative of future operating results. Furthermore, fluctuations in our
quarterly operating results will likely result in volatility in the price of our
Common Stock in the future.

     Management of Growth. Our business has grown in recent years. This growth
has placed a significant strain on our management systems and resources. To
manage future growth we must continue to (1) improve our financial and
management controls, reporting systems and procedures on a timely basis and (2)
expand, train and manage our employee work force. If we fail to manage our
growth effectively, our business, financial condition and results of operations
could be materially and adversely affected.

     For example, the acquisition of Stingray Software, Inc. resulted in our
product development team being distributed in four separate sites across the
country. The difficulty of managing this distribution contributed to our
decision during 1998 to close two of our four development sites. The closures
resulted in one-time charges of approximately $580,000 and caused disruption to
our development efforts. In addition, in 1998 we moved our administrative
operations from Corvallis, Oregon, to Boulder, Colorado. This move resulted in
the distribution of our senior management team, which may make managing our
operations in the future more difficult. More recently, we completed the
acquisition of NobleNet in the Boston, Massachusetts area, and established a
development team in Boulder, Colorado, again adding to the number of development
sites and distribution of senior management.

                                      13
<PAGE>

     Dependence on Emerging Market for C++, Visual C++/MFC and Java. Our product
lines are designed for use in object-oriented software application development,
specifically the C++, Visual C++/MFC and Java programming languages. To date, a
substantial majority of our revenue has been attributable to sales of products
and related maintenance and consulting services related to C++ programming and
development. We believe that while the market for object- oriented technology is
growing, our growth depends upon broader market acceptance of object-oriented
technology. Object-oriented programming languages are very complex and the
number of software developers using them is relatively small compared to the
number of developers using other software development technology. Our financial
performance will depend in part upon continued growth in object-oriented
technology and markets and the development of standards that our products
address. There can be no assurance that the market will continue to grow or that
we will be able to respond effectively to the evolving requirements of the
market.

     We have also developed several products for use in the Java market. We have
spent and will continue to devote resources to the development of new and
enhanced products that address the Java market. There can be no assurance that
we will be successful in marketing our Java products or that the market for Java
products will grow. If the Java market fails to grow, or grows more slowly than
we currently anticipate, our business could be adversely affected.

     Competition. Our products target the emerging market for network-based
applications, C++, Visual C++/MFC, Visual Basic/ActiveX and Java software parts
and programming tools. Direct competitors in the network based application and
C++ market include Microsoft (with its Microsoft Foundation Classes, "MFC"),
IBM, ILOG, IONA Technologies, BEA Systems, and Inprise and several privately
held companies. Microsoft is a particularly strong competitor due to its large
installed base and the fact that it bundles its MFC library with its own and
other C++ compilers. Microsoft may decide in the future to devote more resources
to or broaden the functions of MFC in order to address and more effectively
compete with the functionality of our products. We face direct competition in
the Java market from Inprise, JavaSoft (a business unit of Sun Microsystems),
Microsoft, Sybase, Symantec and other companies for our Java products and expect
to face significant competition in the future from such companies with respect
to other Java products we may introduce.

     Software applications can also be developed using our components in
environments other than C++ or Java. Indirect competitors with such offerings
include Microsoft (with its ActiveX technology), Inprise, Oracle, and Powersoft
(a subsidiary of Sybase). Many of these competitors have significantly greater
resources, name recognition and larger installed bases of customers than we do.
In addition, several database vendors, such as Informix, Oracle and Sybase are
increasingly developing robust software parts for inclusion with their database
products and may begin to compete with us in the future. These potential
competitors have well-established relationships with current and potential
customers and have the resources to enable them to more easily offer a single
vendor solution. Like our current competitors, many of these companies have
longer operating histories, significantly greater resources and name recognition
and larger installed bases of customers than we do. As a result, these potential
competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements, or to devote greater resources to the
development, promotion and sale of their products than we may.

     We also face competition from systems integrators and our customers'
internal information technology departments. Many systems integrators possess
industry specific expertise that may enable them to offer a single vendor
solution more easily, and already have a reputation among potential

                                      14
<PAGE>

customers for offering enterprise-wide solutions to software programming needs.
Systems integrators may market competitive software products in the future.

     There are many factors that may increase competition in the market for
object-oriented software parts and programming tools, including (1) entry of new
competitors, (2) alliances among existing competitors and (3) consolidation in
the software industry. Increased competition may result in price reductions,
reduced gross margins or loss of market share, any of which could materially
adversely affect our business, operating results and financial condition. If we
cannot compete successfully against current and future competitors or overcome
competitive pressures, our business, operating results and financial condition
may be adversely affected.

     Risks Associated with New Versions and New Products; Rapid Technological
Change. The software market in which we compete is characterized by (1) rapid
technological change, (2) frequent introductions of new products, (3) changing
customer needs and (4) evolving industry standards. To keep pace with
technological developments, evolving industry standards and changing customer
needs, we must support existing products and develop new products. We may not be
successful in developing, marketing and releasing new products or new versions
of our products that respond to technological developments, evolving industry
standards or changing customer requirements. We may also experience difficulties
that could delay or prevent the successful development, introduction and sale of
these enhancements. In addition, these enhancements may not adequately meet the
requirements of the marketplace and may not achieve any significant degree of
market acceptance. If release dates of any future products or enhancements are
delayed, or if these products or enhancements fail to achieve market acceptance
when released, our business, operating results and financial condition could be
materially and adversely affected. In addition, new products or enhancements by
our competitors may cause customers to defer or forgo purchases of our products,
which could have a material adverse effect on our business, financial condition
and results of operations.

     Risks of Future Acquisitions. We frequently evaluate strategic
opportunities available to us and may in the future pursue additional
acquisitions of complementary technologies, products or businesses. Future
acquisitions of complementary technologies, products or businesses may result in
the diversion of management's attention from the day-to-day operations of our
business and may include numerous other risks, including difficulties in the
integration of the operations, products and personnel of the acquired companies.
Future acquisitions may also result in dilutive issuance of equity securities
and the incurrence of debt and amortization expense related to goodwill and
other intangible assets. Our failure to successfully manage future acquisitions
may have a material adverse effect on our business and financial results.

     In the second fiscal quarter of 1998 we completed a business combination
with Stingray Software, Inc. Completing the acquisition and commencing the
integration of the acquired business required significant attention from our
management and caused disruption to our ongoing business. We believe that such
disruption had a material adverse effect on the Company's financial results for
the second fiscal quarter of 1998. In the second fiscal quarter of 1999, we
completed the acquisition of NobleNet, Inc. We believe that the longer sales
cycle and product learning curve had a material adverse effect on our financial
results for the third and fourth fiscal quarters of 1999. In addition, the
continued integration of these acquisitions may result in material adverse
results in future quarters.

     Risks Associated with International Operations. A significant portion of
our revenue is derived from international sources. To service the needs of these
companies, we must provide worldwide product support services. We have expanded,
and intend to continue expanding, our international operations and enter
additional international markets. This will require significant management
attention

                                      15
<PAGE>

and financial resources that could adversely affect our operating margins and
earnings. We may not be able to maintain or increase international market demand
for our products. If we do not, our international sales will be limited, and our
business, operating results and financial condition could be materially and
adversely affected.

     Our international operations are subject to a variety of risks, including
(1) foreign currency fluctuations, (2) economic or political instability, (3)
shipping delays and (4) various trade restrictions. Any of these risks could
have a significant impact on our ability to deliver products on a competitive
and timely basis. Significant increases in the level of customs duties, export
quotas or other trade restrictions could also have an adverse effect on our
business, financial condition and results of operations. In situations where
direct sales are denominated in foreign currency, any fluctuation in foreign
currency or the exchange rate may adversely affect our business, financial
condition and results of operations.

     Dependence Upon Key Personnel. Our future performance depends in
significant part upon the continued service of our key technical, sales and
senior management personnel, none of whom is bound by an employment agreement.
We believe that the technological and creative skills of our personnel are
essential to establishing and maintaining a leadership position, particularly in
light of the fact that our intellectual property, once sold to the public
market, is easily replicated. The loss of the services of one or more of our
executive officers or key technical personnel could have a material adverse
effect on our business.

     Our future success also depends on our continuing ability to attract and
retain highly qualified technical, sales and managerial personnel. In the past,
we have experienced some difficulty in attracting key personnel. Competition for
such personnel is intense, and there can be no assurance that we can retain key
employees or that we can attract, assimilate or retain other highly qualified
personnel in the future.

     Variability of Sales Cycles. We distribute our products through two
different direct sales channels, a telesales force and a field sales force, each
of which is subject to a variable sales cycle. Products sold by our telesales
force may be sold after a single phone call or may require several weeks of
education and negotiation before a sale is made. As such, the sales cycle
associated with telesales typically ranges from a few days to two months. On the
other hand, the purchase of products from our field sales force is often an
enterprise-wide decision and may require the sales person to provide a
significant level of education to prospective customers regarding the use and
benefits of our products. For these and other reasons, the sales cycle
associated with the sale of our products through our field sales force typically
ranges from two to six months and is subject to a number of significant delays
over which we have little or no control. As a result, quarterly revenue and
operating results can be variable and are difficult to forecast, and we believe
that period-to-period comparisons of quarterly revenue are not necessarily
meaningful and should not be relied upon as an indicator of future revenue.

     Proprietary Rights, Risks of Infringement and Source Code Release. We rely
primarily on a combination of copyright, trademark and trade secret laws,
confidentiality procedures and contractual provisions to protect our proprietary
rights. We also believe that factors such as the technological and creative
skills of our personnel, new product developments, frequent product
enhancements, name recognition and reliable product maintenance are essential to
establishing and maintaining a technological leadership position. We seek to
protect our software, documentation and other written materials under trade
secret and copyright laws, which afford only limited protection. Despite our
efforts to protect our proprietary rights, unauthorized parties may attempt to
copy aspects of our products or to obtain and use information that we regard as
proprietary. The nature of many of our products requires the release of the
source code to all customers. As such, policing unauthorized use of our products
is

                                      16
<PAGE>

difficult, and while we are unable to determine the extent to which piracy of
our products exists, software piracy can be expected to be a persistent problem.
In addition, the laws of some foreign countries do not protect our proprietary
rights as fully as do the laws of the United States. There can be no assurance
that our means of protecting our proprietary rights in the United States or
abroad will be adequate or that competition will not independently develop
similar technology.

     Although we do not believe that we are infringing any proprietary rights of
others, third parties may claim that we have infringed their intellectual
property rights. Furthermore, former employers of our former, current or future
employees may assert claims that such employees have improperly disclosed to us
the confidential or proprietary information of such former employers. Any such
claims, with or without merit, could (1) be time consuming to defend, (2) result
in costly litigation, (3) divert management's attention and resources, (4) cause
product shipment delays, and (5) require us to pay money damages or enter into
royalty or licensing agreements. A successful claim of intellectual property
infringement against us and our failure or inability to license or create a
workaround for such infringed or similar technology may materially and adversely
affect our business, operating results and financial condition.

     Product Liability. Our license agreements with our customers typically
contain provisions designed to limit our exposure to potential product liability
claims. It is possible, however, that the limitation of liability provisions
contained in our license agreements may not be effective under the laws of
certain jurisdictions. A successful product liability claim brought against us
could have a material adverse effect upon our business, operating results and
financial condition.

     Risk Of Product Defects. Software products frequently contain errors or
failures, especially when first introduced or when new versions are released.
Also, new products or enhancements may contain undetected errors, or "bugs", or
performance problems that, despite testing, are discovered only after a product
has been installed and used by customers. Errors or performance problems could
cause delays in product introduction and shipments or require design
modifications, either of which could lead to a loss in revenue. Our products are
typically intended for use in applications that may be critical to a customer's
business. As a result, we expect that our customers and potential customers have
a greater sensitivity to product defects than the market for software products
generally. Despite extensive testing by us and by current and potential
customers, errors may be found in new products or releases after commencement of
commercial shipments, resulting in loss of revenue or delay in market
acceptance, diversion of development resources, the payment of monetary damages,
damage to our reputation, or increased service and warranty costs, any of which
could have a material adverse effect upon our business and results of
operations.

Year 2000 Readiness

     In preparation for the year 2000, we engaged in efforts to ensure that our
products and critical business systems properly recognize date-sensitive
information in the year 2000 and beyond. These efforts and their costs are
described below. We have not experienced any significant "year 2000 problems"
with our products and critical business systems and do not expect that we will
do so in the future.

     State of Readiness. In 1999, we assessed the ability of our software and
critical business systems to operate properly in the year 2000 and beyond. We
investigated the year 2000 readiness of our software and hardware vendors and
conducted internal tests of the operation of our products and critical business
systems. The only year 2000-related issues we identified were some date handling
issues with five of our currently supported products: NobleNet RPC and EZ-RPC,
Tools.h++, Objective Grid and

                                      17
<PAGE>

Objective Toolkit. These issues have all been addressed in subsequent releases
of those products and we are not aware that the earlier versions of the products
resulted in any material disruptions for our customers.

     Cost of Assessment and Remidiation. We incurred direct costs of
approximately $200,000 in assessing and remediating year 2000 problems.

     Risks. We could be exposed to a loss of revenues and our operating expenses
could increase if our products or critical business systems have year 2000
problems. Our potential areas of exposure include products purchased from third
parties, information technology, including computers and software, and
non-information technology, including telephone systems and other equipment used
internally. The reasonably likely worst case scenario for year 2000 problems
would be if a significant defect exists in key hardware or software and if a
solution for such a problem were not immediately available.

     Contingency Plan. Although we have not experienced any year 2000-related
problems affecting our internal systems, we have developed contingency plans to
be implemented if our efforts to identify and correct year 2000 problems are not
effective. Depending on the systems affected, these plans include:

-    accelerated replacement of affected equipment or software;
-    short to medium-term use of back-up equipment and software or other
     redundant systems;
-    increased work hours for our personnel or the hiring of additional
     information technology staff; and
-    the use of contract personnel to correct, on an accelerated basis, any year
     2000 problems that arise or to provide interim alternate solutions for
     information system deficiencies.

     The discussion of our efforts and expectations relating to year 2000
compliance are forward-looking statements. Our ability to achieve year 2000
compliance, and the level of incremental costs associated with compliance, could
be adversely affected by, among other things, the availability and cost of
contract personnel and external resources, third party suppliers' ability to
modify proprietary software, and unanticipated problems not identified in our
ongoing review.

ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's market risk exposure is the potential loss arising from
changes in interest rates and its impact on short-term investments and foreign
currency exchange rate fluctuations.

     As of March 31, 2000, short-term investments of $15.8 million were held
available for sale with maturities of less than 180 days. Short-term investments
consist primarily of high credit and highly liquid corporate commercial paper
and money market funds. A substantial change in overall interest rates would not
have a material affect on the financial position of the Company.

     Exposure to variability in foreign currency exchange rates is managed
primarily through the use of natural hedges, whereby funding obligations and
assets are both managed in the local currency.  In addition, the Company will
from time to time enter into foreign currency exchange agreements to manage its
exposure arising from fluctuating exchange rates, primarily in the Euro.  The
Company does not enter into any derivative transactions for speculative
purposes.  The sensitivity of earnings and cash flows to variability in exchange
rates is assessed by applying an appropriate range of potential rate
fluctuations to the Company's assets, obligations and projected results of
operations denominated in foreign currencies.  Based on the Company's overall
foreign currency rate exposure at March 31, 2000, movements in foreign


                                      18
<PAGE>

currency rates would not materially affect the financial position of the
Company. As of March 31, 2000, the Company had outstanding short-term forward
exchange contracts to exchange Euros for U.S. dollars in the amount of $2.4
million.


                                      19
<PAGE>

PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Company's annual meeting of stockholders was held on January 25, 2000
(the "Annual Meeting").

(c) The following matters were voted upon at the Annual Meeting:

    (i)   The first matter related to the election of five director nominees,
Thomas Keffer, Ph.D., Bruce T. Coleman, Thomas M. Atwood, Louis C. Cole and
Richard P. Magnuson as directors of the Company to serve until the next annual
meeting of stockholders. The votes cast and withheld for such nominees were as
follows:

               NAMES                        FOR         WITHHELD
               -------------------------    ---------   --------
               Thomas Keffer, PH.D          8,622,699   361,828
               Bruce T. Coleman             8,593,925   390,602
               Thomas M. Atwood             8,350,033   634,494
               Louis C. Cole                8,604,706   379,821
               Richard P. Magnuson          8,561,475   423,052


    (ii)  The second matter related to the approval of an amendment of the
Company's Employee Stock Purchase Plan, as amended and restated, to increase the
aggregate number of shares of Common Stock authorized for issuance under such
plan by 200,000 shares and to provide for future automatic increases in the
number of shares of Common Stock authorized for issuance under such plan.
3,870,006 votes were cast for approval, 1,381,155 votes were cast against
approval, and there were 26,731 abstentions and 3,706,635 broker non-votes.

    (iii) The third matter related to the ratification of the appointment of
the selection of KPMG LLP as independent auditors of the Company for its fiscal
year ending September 30, 2000. 8,560,717 votes were cast for ratification,
43,234 votes were cast against ratification, and there were 380,576 abstentions.

Based on these reporting results, each director nominated was elected and the
second and third matters were approved.


                                      20
<PAGE>

PART II - OTHER INFORMATION

Item 6. - EXHIBITS AND REPORTS ON FORM 8-K

     2.1(1) Agreement and Plan of Reorganization between Registrant, Inmark
     Development Corporation and RW Acquisitions, Inc., dated as of September
     19, 1995.

     2.2(1) Agreement and Plan of Merger between the Registrant and Rogue Wave
     Software, Inc., an Oregon corporation.

     2.3(3) Agreement and Plan of Merger and Reorganization among Rogue Wave
     Software, Inc., a Delaware corporation, SR Acquisition Corp., a North
     Carolina corporation, Stingray Software, Inc., a North Carolina corporation
     and the shareholders of Stingray Software, Inc., dated as of January 19,
     1998.

     2.4(4) Articles of Merger and Plan of Merger dated February 27, 1998, filed
     with the Secretary of State of North Carolina on February 27, 1998.

     2.5(6) Agreement and Plan of Merger and Reorganization among Rogue Wave
     Software, Inc., a Delaware corporation, NN Acquisition Corp., a Delaware
     corporation, NobleNet, Inc., a Delaware corporation and Steve Lemmo, as
     agent for the stockholders of NobleNet, dated as of February 11, 1999.

     2.6(6) Certificate of Merger and Plan of Merger dated March 1, 1998, filed
     with the Secretary of State of the State of Delaware on March 1, 1999.

     3.1(2) Amended and Restated Certificate of Incorporation of Rogue Wave
     Software, Inc., a Delaware corporation.

     3.2(1) Bylaws of Rogue Wave Software, Inc., a Delaware corporation.

     4.1(1) Reference is made to Exhibits 3.1 and 3.2.

     4.2(1) Specimen Stock Certificate.

     4.3(1) Amended and Restated Investors' Rights Agreement between the
     Registrant and certain investors, dated November 10, 1995, as amended June
     27, 1996.

     4.4    Registration Rights Agreement between the Registrant and Intel 64
     Fund LLC, dated February 22, 2000.

     10.1(1) Registrant's 1996 Equity Incentive Plan.

     10.2 Amended and Restated Employee Stock Purchase Plan, dated June 6, 1996,
     as amended January 25, 2000.

     10.3(1) Form of Indemnity Agreement entered into between the Registrant and
     its officers and directors.

     10.4(1) Lease Agreement between Registrant and the State of Oregon, dated
     May 1, 1996.


                                      21
<PAGE>

     10.5(1) Lease Agreement between the Registrant and the Landmark, dated
     April 22, 1996.

     10.6(1) Loan and Security Agreement between the Registrant and Silicon
     Valley Bank, dated October 16, 1996.

     10.7(1) Collateral Assignment, Patent Mortgage and Security Agreement
     between the Registrant and Silicon Valley Bank, dated October 16, 1996.

     27 Financial Data Schedule.

     (1) Filed as an Exhibit to the Registrant's Registration Statement on Form
     SB- 2, as amended (No. 333-13517)

     (2) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q
     for the quarter ended December 31, 1996.

     (3) Filed as Exhibit 2.1 to the Registrant's Form 8-K dated February 27,
     1998 and filed on March 9, 1998.

     (4) Filed as Exhibit 2.2 to the Registrant's Form 8-K dated February 27,
     1998 and filed on March 9, 1998.

     (5) Filed as Exhibit 4.1 to the Registrant's Form 8-K dated February 27,
     1998 and filed on March 9, 1998.

     (6) Filed as an exhibit to the Registrant's Form 8-K dated March 1, 1999
     and filed on March 9, 1999.

Items 1, 2, 3, and 5 are not applicable and have been omitted.


                                      22
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                         ROGUE WAVE SOFTWARE, INC.
                         (Registrant)



Date:  May 11, 2000     /s/  Merle Waterman
                         --------------------------------
                         MERLE WATERMAN
                         CHIEF FINANCIAL OFFICER)


                                      23