EX-99.(A)(1)(C) 4 d26190_ex99a1c.txt NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY TO TENDER SHARES OF COMMON STOCK OF MICROWARE SYSTEMS CORPORATION As set forth in Section 2 of the Offer to Purchase (as defined below), this instrument or one substantially equivalent to it must be used to accept the Offer (as defined below) if certificates for Shares (as defined below) are not immediately available or the certificates for Shares and all other required documents cannot be delivered to the Depositary before the Expiration Date (as defined in Section 1 of the Offer to Purchase) or if the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This instrument may be delivered by hand or transmitted by telegram, telex, facsimile transmission or mail to the Depositary. THE DEPOSITARY FOR THE OFFER IS: MELLON INVESTOR SERVICES LLC
By First Class By Hand or Express Mail: By Overnight: ------- --------------- ------------ Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC 120 Broadway P.O. Box 3301 85 Challenger Road 13th Floor South Hackensack, NJ 07606 Mail Drop-Reorg New York, NY 10271 Attn: Reorganization Dept. Ridgefield Park, NJ 07660 Attn: Reorganization Dept. Attn: Reorganization Dept.
To Confirm Receipt of Notice of Guaranteed Delivery: FAX #: (201) 296-4293 FAX Confirmation #: (201) 296-4860 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OR TELEX NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE VALID DELIVERY. Ladies and Gentlemen: The undersigned tenders to Drake Merger Sub, Inc., an Iowa corporation (the "Purchaser"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 5, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is acknowledged, the number of shares of common stock (the "Shares"), indicated below of Microware Systems Corporation, an Iowa corporation, pursuant to the guaranteed delivery procedure set forth in Section 2 of the Offer to Purchase. Signature(s) _____________________________ Address (escrows) _________________________ Name(s) __________________________________ ___________________________________________ Zip Code __________________________________________ Please Type or Print Area Code and Tel. No(s). _________________ Number of Shares _________________________ (Check one if Shares will be tendered by book-entry transfer) Certificate Nos. (If Available) __________________________________________ [_] The Depository Trust Company Dated __________________________ [_] Philadelphia Depository Trust Company
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, guarantees delivery to the Depositary of either the certificates evidencing all tendered Shares, in proper form for transfer, or delivery of Shares pursuant to the procedure for book-entry transfer into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility"), in either case together with the Letter of Transmittal (or a facsimile of it), properly completed and duly executed, with any required signature guarantees and any other required documents, all within three (3) New York Stock Exchange trading days after the date hereof. _____________________________________ _______________________________________ Name of Firm Authorized Signature _____________________________________ Name _________________________________ _____________________________________ _______________________________________ Address Please Type or Print _____________________________________ Title _________________________________ Zip Code Dated ________________________________ Area Code and Tel. No. _______________________ NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS FORM--CERTIFICATES ARE TO BE DELIVERED WITH YOUR LETTER OF TRANSMITTAL.