Exhibit (a)(1)(C)
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
of
Interact Commerce Corporation
to
Isaiah Acquisition Corp.
an indirect wholly owned subsidiary of
The Sage Group plc
(Not to be used for Signature Guarantees)
This Notice of Guaranteed delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if (i)
certificates ("Share Certificates") evidencing shares of common stock, par
value $.001 per share ("Shares"), of Interact Commerce Corporation, a Delaware
corporation (the "Company"), are not immediately available, (ii) Share
Certificates and all other required documents cannot be delivered to Mellon
Investor Services LLC, as Depositary (the "Depositary"), prior to the
Expiration Date (as defined in "Section 1. Terms of the Offer" of the Offer to
Purchase (as defined below)) or (iii) the procedure for delivery by book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand to the Depositary or transmitted by
telegram, facsimile transmission or mail to the Depositary, and must include
an Eligible Institution as described below. See "Section 3. Procedure for
Tendering Shares" of the Offer to Purchase.
The Depositary for the Offer is:
MELLON INVESTOR SERVICES LLC
By Facsimile Transmission
(for Eligible Institutions only):
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
By Mail: By Overnight Courier: By Hand:
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
Reorganization Department Reorganization Department Reorganization Department
PO Box 3300 85 Challenger Road 120 Broadway
South Hackensack, NJ 07606 Mail Stop-Reorg 13th Floor
Ridgefield, NJ 07660 New York, NY 10271
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above, or transmission of instructions via facsimile transmission
other than as set forth above, will not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Isaiah Acquisition Corp., a Delaware
corporation and an indirect wholly owned subsidiary of The Sage Group plc, a
corporation formed under the laws of England, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated April 4, 2001 (the
"Offer to Purchase") and the related Letter of Transmittal (which, together
with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer"), receipt of each of which is hereby
acknowledged, the number of Shares specified below pursuant to the guaranteed
delivery procedure set forth in "Section 3. Procedure for Tendering Shares" of
the Offer to Purchase.
Common Stock, $.001 par
value
Name(s) of Record Holder(s)
Certificate Nos. __________
----------------------------------------------
---------------
----------------------------------------------
Please Type or Print
---------------
Number of Shares
Tendered __________________
Address(es): _________________________________
If Shares will be
delivered by book-entry
transfer, check this ----------------------------------------------
box [_] Zip Code
Account number: ___________ Area Code and Tel. No.: ______________________
Signature(s): ________________________________
Dated: _______________________________________
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (as defined in the Offer to
Purchase), hereby guarantees delivery to the Depositary, at one of its
addresses set forth above, certficates ("Share Certificates") evidencing
the Shares tendered hereby, in proper form for transfer, or confirmation of
book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company, in each case with delivery of a Letter of
Transmittal (or facsimile thereof) properly completed and duly executed, or
an Agent's Message (as defined in the Offer to Purchase) in the case of a
book-entry delivery, and any other required documents, all within three
days on which the National Association of Securities Dealers Automated
Quotation System, Inc. is open for business after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Share Certificates to the Depositary within the time period set forth
above. Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm: ______________________________________________________________
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
(Please Type or Print)
Title: _____________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(City, State, Zip Code)
Area Code and Telephone No.: _______________________________________________
Dated: ___________________, 2001
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL.
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