SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August, 1998
GENTIA SOFTWARE PLC
Tuition House
St George's Road
Wimbledon
London SW19 4EU
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
82- N.A.
Page 1 of 3 Pages
Exhibit Index Appears on Page 2
<PAGE>
GENTIA SOFTWARE PLC
The following documents issued by the Company to its shareholders in June, 1998,
are attached as the indicated exhibits:
<TABLE>
<S> <C>
Exhibit A Notice of Annual and Special Meeting of Shareholders
Exhibit B Proxy
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GENTIA SOFTWARE plc
By: /s/ George F Sprenkle
George F Sprenkle
Chief Financial Officer
Date: October 29, 1998
THE BANK OF NEW YORK
NEW YORK'S FIRST BANK -- FOUNDED 1784 BY ALEXANDER HAMILTON
101 BARCLAY STREET, NEW YORK, N.Y. 10286
AMERICAN DEPOSITARY RECEIPTS
Gentia Software plc
--------------------
Notice to Holders of American Depositary Receipts
--------------------
Holders of record on August 18, 1998 of American Depositary Receipts (each
representing one deposited Ordinary Shares of Gentia Software plc of par value
15 pence) issued under the Deposit Agreement between Gentia Software plc, The
Bank of New York, as Depositary, and the owners, from time to time, of
Depositary Receipts issued thereunder, are hereby notified that The Bank of New
York, as Depositary, has received Notice of an Annual General Meeting of Gentia
Software plc to be held at 10:00 a.m. September 21, 1998 Dorchester Hotel, 53
Park Lane, London, W1A.
By provision of section 4.07 of the Deposit Agreement, registered owners of
Depositary Receipts for Ordinary Shares are entitled to instruct The Bank of New
York, as Depositary, as to the exercise of the voting rights pertaining to the
number of deposited Ordinary Shares represented by their respective Receipts.
Upon the written request of an owner of a Depositary Receipt on such record
date, received on or before, September 11, 1998, the Depositary shall endeavor,
in so far as practicable, to vote or cause to be voted the number of Shares or
other Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt in accordance with the instructions set forth in such
request. The Depositary shall not vote or attempt to exercise the right to vote
that attaches to the shares or other Deposited Securities, other than in
accordance with such instructions.
In view of the fact that requests from owners must be received prior to the
close of business day on September 11, 1998, to be effective, there is enclosed
a form of proxy for the Annual General Meeting instructing the Depositary as to
the exercise of voting rights, together with a postage paid and addressed
envelope for the return of such form.
The Bank of New York,
as Depositary
Mail Date: August 20, 1998
<PAGE>
GENTIA SOFTWARE PLC
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the above named
Company will be held at the Dorchester Hotel, 53 Park Lane, London, W1A 2HJ on
21 September 1998 at 10:00 am for the following purposes.
ORDINARY BUSINESS
-----------------
A.(i) To consider and adopt the Company's accounts and reports of the
directors and auditors for the period to December 31, 1997.
B. To re-appoint Messrs. Ernst & Young of Rolls House, 7 Fetter Lane
London, EC4A INH as auditors of the Company until the next general
meeting at which accounts are laid before the Company, at a fee to be
agreed with the Board of Directors.
C. To re-elect Mr. Anthony K. Fox and Mr James R.H. Buchanan who are
retiring by rotation as directors.
D. To confirm the following appointments to the Board:
1. Mr Paul T. Martin on 10 September 1997
2. Mr. Scott G. Silk on 10 September 1997
3. Mr. George F. Sprenkle on 1 October 1997
SPECIAL BUSINESS
----------------
E. To consider and, if thought fit, pass the following resolutions which
will be proposed as to resolution number 1 and 2 as ordinary
resolutions of the Company and as to resolutions number 3 and 4 as
special resolutions of the Company.
ORDINARY RESOLUTION
-------------------
1.(ii) That in substitution for any existing authority under section 80 of the
Companies Act 1985:
(a) the directors are generally and unconditionally authorised for
the purposes of that section at any time or times during the
period of five years from the date of this resolution to
allot, or to grant any right to subscribe for or to convert
any security into shares in the authorised share capital of
the Company at that date;
(b) at the expiry of the period of five years, the authority
contained in paragraph (a) shall expire, but the Directors may
make an offer or agreement before the expiry of the authority
which would or might require shares to be allotted or rights
to subscribe for or to convert any security into shares to be
granted, after the expiry of the authority.
- -------------------------
(i) The report and accounts delivered to ADR holders are prepared in
accordance with US GAAP. The Company must lay its accounts prepared in
accordance with UK accounting principles and practice before the AGM.
Those accounts which are not materially different from the accounts
prepared in accordance with US GAAP are available on request from the
registered office of the company.
(ii) Under English law, the director's authority to allot shares is granted
in the Company's articles of association or by shareholder resolution.
Such authority can be granted for a maximum period of five years. This
resolution, if passed, would renew the authority which was granted for
a maximum period of five years. This resolution, if passed, would renew
the authority which was granted at last year's annual general meeting.
<PAGE>
2.(iii) That the amendment to Section 5(a) of the Company's 1996 Equity
Incentive Plan increasing from 2,000,000 to 4,000,000 the number of
ordinary shares of 15p each in the Company in respect of which Awards
may be made under the said Plan is ratified.
SPECIAL RESOLUTIONS
-------------------
3.(iv) That, in accordance with section 95(1) of the Companies Act 1985 and in
substitution for any existing authorities under that section, the
Directors are given power to allot equity securities (as defined in
section 94 of that Act) pursuant to the authority conferred by
resolution 1 as if section 89(1) of that Act did not apply to the
allotment.
4. That, pursuant to section 164(3) of the Companies Act 1985, the
authority to purchase its own shares in accordance with the terms of a
contract between First Albany Corporation and the Company which was
granted to the Company by a special resolution passed on 1 July 1997 is
renewed for a period of 18 months from the date of this resolution.
Dated 18 August 1998
By order of the Board
D P Holden
Secretary
Registered Office:
Tuition House
St. George's Road
Wimbledon
London SW19 4EU
A member convened by this Notice entitled to attend and vote at the meeting is
entitled to appoint a proxy to attend and vote on a poll in his place. A proxy
need not be a member of the Company.
There are no directors' service contracts of more than one year's duration.
A copy of the contract for the purchase by the Company of its own shares
referred to in resolution number 4 will be available for inspection at the
registered office of the Company during normal business hours, from the date of
this notice until the conclusion of the meeting.
- -------------------------
(iii) The 1996 Equity Incentive Plan, as approved and adopted by shareholders
on 7 March 1996, currently limits the number of ordinary shares in the
Company in respect of which Awards may be made to 2,000,000. In order
to enable further Awards to be made in the future the Board of
Directors has amended the Plan, subject to shareholder ratification, to
increase this limit to 4,000,000. This resolution, if passed, would
ratify this amendment.
(iv) If passed, this resolution would renew the disapplication, granted at
last year's annual general meeting, of statutory pre-mentioned rights
under which the Company would have to offer any new shares to be
allotted for cash to its present shareholders in proportion to their
existing holdings. As in resolution number 1, the disapplication may be
given for a maximum period of five years.
GENTIA SOFTWARE PLC
Instructions to THE BANK OF NEW YORK, as Depositary
(must be received prior to the close of business on September 11, 1998)
The undersigned registered holder of American Depositary Shares hereby
requests and instructs The Bank of New York, as Depositary, through its Agent,
to endeavor, in so far as practicable, to vote or cause to be voted the amount
of Deposited Securities underlying the American Depositary Shares evidenced by
Receipts registered in the name of the undersigned on the books of the
Depositary as of the close of business on August 18, 1998 at the Annual General
Meeting of Shareholders of Gentia Software plc to be held in London, England, on
September 21, 1998 in respect of the matters to be voted upon, or on any other
business (including amendments to resolutions) which comes before the Meeting.
NOTES:
1. Instructions as to voting on the specified resolutions should be indicated
by an "x" in the appropriate box.
(continued and to be dated and signed on the reverse side)
<PAGE>
<TABLE>
<S> <C> <C>
Resolutions FOR AGAINST
A. Directors' report and accounts [ ] [ ]
B. Reappoint Ernst & Young as auditors [ ] [ ]
C. Reappoint Directors retiring by rotation:
(a) Mr. Anthony K. Fox [ ] [ ]
(b) Mr. James R.H. Buchanan [ ] [ ]
D. To confirm the following appointments to the
Board:
(a) Mr. Paul T. Martin [ ] [ ]
(b) Mr. Scott G. Silk [ ] [ ]
(c) Mr. George F. Sprenkle [ ] [ ]
E. 1. Authority to allot shares pursuant to
section 80 of the Companies Act 1985 [ ] [ ]
2. Ratification of amendment to the Company's
1996 Equity Incentive Plan [ ] [ ]
3. Disapply section 89 of the Companies Act
1985 [ ] [ ]
4. Renewal of authority to purchase own
shares [ ] [ ]
</TABLE>
The Form must be signed by the person in whose name the relevant Receipt is
registered on the books of the Depositary. In the case of a Corporation, the
Form should be executed by a duly authorized Officer or Attorney.
DATE ________________________________________, 1998
SIGNATURE _________________________________________
<TABLE>
<S> <C>
Change of Address and Votes must be indicated
or Comments Mark Here [ ] (X) in Black or Blue Ink. [X]
</TABLE>
Please mark, sign, date and return the Voting Instruction Card promptly using
the enclosed envelope.
