As filed with the Securities and Exchange Commission
on November 30, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
_______________
INTERSOLV, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-0990382
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
9420 Key West Avenue
Rockville, Maryland 20850
(301) 838-5000
(Address of Principal Executive Offices, Including Zip Code)
KEY EMPLOYEE INCENTIVE
STOCK OPTION
PLAN
(Full Title of the Plan)
Kenneth A. Sexton
INTERSOLV, Inc.
9420 Key West Avenue
Rockville, Maryland 20850
(Name and Address of Agent for Service)
(301) 838-5000
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Jeffrey E. Jordan, Esq.
Arent Fox Kintner Plotkin & Kahn
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
_______________
CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Proposed
to be Maximum Maximum Amount of
Registered Offering Price Maximum Registration
Per Share (1) Aggregate Fee
Offering Price (1)
Common Stock, $.01 par value
279,130 $0.48 $ 133,982.40 $ 46.20
95,996 3.15 302,387.40 104.27
26,471 5.82 154,061.22 53.12
401,597 590,431.02 $203.59
(1) Pursuant to Rule 457(h)(1), based on the exercise prices of
outstanding options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in a
Section 10(a) prospectus is omitted from the
Registration Statement in accordance with Rule 428
under the Securities Act of 1933 (the "Securities
Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the
Registrant with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K
for the fiscal year ended April 30, 1995.
2. All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") since the end of the fiscal year
ended April 30, 1995.
3. Registrant's Form 8-A Registration Statement
filed pursuant to Section 12 of the Exchange Act
containing a description of the Registrant's common stock
including any amendment or report filed for the purpose
of updating such description.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities
offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law,
as amended, provides that a corporation may indemnify any
person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation
or is or was serving at its request in such capacity in
another corporation or business association, against
expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Section 102(b)(7) or the Delaware General
Corporation Law, as amended, permits a corporation to
provide in its certificate of incorporation that a
director of the corporation shall not be personally
liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper
personal benefit.
Article Fifth of the Registrant's Second Restated
Certificate of Incorporation, as amended, provides for
the elimination of personal liability of a director for
breach of fiduciary duty as permitted by Section
102(b)(7) of the Delaware General Corporation Law, and
provides that the Registrant shall indemnify its
directors and officers to the full extent permitted by
Section 145 of the Delaware General Corporation Law.
The Registrant has in effect a directors and
officers liability insurance policy under which the
directors and officers of the Registrant are insured
against loss arising from claims made against them due to
wrongful acts while acting in their individual and
collective capacities as directors and officers, subject
to certain exclusions.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index on page 6.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made of the securities
registered hereby, a post-effective amendment to
this Registrant Statement;
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of the Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in this
Registration Statement or any material change
to such information in this Registration
Statement;
provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities
being registered, the Registrant, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rockville,
State of Maryland, on the 30th day of November, 1995.
INTERSOLV, INC.
By: /s/ Kenneth A. Sexton
Kenneth A. Sexton
Vice President, Finance
& Administration
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person
whose signature appears below constitutes and appoints
Kevin J. Burns and Kenneth A. Sexton, and each of them
his true and lawful attorney-in-fact and agent with power
of substitution and resubstitution, for him, and in his
name, place and stead, in any and all capacities, to sign
any and all amendments (including post effective
amendments) to this Registration Statement on Form S-8,
and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done to comply with the provisions of the Securities Act
and all requirements of the Commission, hereby ratifying
and confirming all that said attorney-in-fact or any of
them, or their or his or her substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and on the date
indicated:
Signatures Title Date
/s/ Kevin J. Burns Chairman of the Board November 30, 1995
Kevin J. Burns and Chief Executive
Officer, Director
/s/ Kenneth A. Sexton Vice President, Finance November 30, 1995
Kenneth A. Sexton & Administration
(Principal Financial
Officer and Accounting
Officer)
/s/ Russell E. Planitzer Director November 30, 1995
Russell E. Planitzer
/s/ Richard A. Carpenter Director November 30, 1995
Richard A. Carpenter
/s/ Gary G. Greenfield Director November 30, 1995
Gary G. Greenfield
/s/ Robert N. Goldman Director November 30, 1995
Robert N. Goldman
/s/ Norman A. Bolz Director November 30, 1995
Norman A. Bolz
/s/ Charles O. Rossotti Director November 30, 1995
Charles O. Rossotti
/s/ Frank A. Sola Director November 30, 1995
Frank A. Sola
EXHIBIT INDEX
Exhibit Page
4. Instruments defining the rights of security
holders
(a) Key Employee Incentive Stock Option Plan, __
approved November 18, 1993
5. Opinion of Arent Fox Kintner Plotkin & Kahn
re: validity of securities registered __
23. Consents of experts and counsel
(a) Consent of Coopers & Lybrand L.L.P.,
Independent Accountants __
(b) Consent of Arent Fox Kintner
Plotkin & Kahn (counsel): included
in exhibit 5
24. Power of Attorney: included on signature page __
EXHIBIT 4
TechGnosis International Inc.,
KEY EMPLOYEE INCENTIVE
STOCK OPTION PLAN
This Key Employee Incentive Stock Option Plan
(hereinafter referred to as the "Plan") is adopted by the
Board of Directors of TechGnosis International Inc., a
Delaware Corporation, with its principal office located
at Gnosis NV, Sorghvliet, B-2860 Sint Katelijne Waver,
Belgium (hereinafter referred to as the "Corporation")
the 18th day of November, 1993 (hereinafter referred to
as the "Effective Date").
WITNESSETH
WHEREAS, the Corporation desires to encourage those
officers, and employees who are primarily responsible for
the management, growth, and protection of the business
and affairs of the Corporation and any subsidiaries it
may now have to increase their proprietary interest in
the Corporation, and
WHEREAS, the Board of Directors believes that the
Corporation's best interest will be served by increasing
its ability to secure and retain highly qualified and
experienced management employees, through affording them
an opportunity to acquire an interest in the Corporation,
and
WHEREAS, the Corporation desires to retain the valuable
services of such directors, officers, managerial
employers and executive-level consultants (hereinafter
referred to as "Key Employees").
NOW THEREFORE, it is provided as follows:
1.00 Purpose of the Plan
1.01 The purpose of the Plan is to secure for the
Corporation and its stockholders the benefits which
flow from providing key employees with the incentive
inherent in common stock ownership. It is generally
recognized that stock option plans aid in retaining
competent executives and furnish a device to attract
executives of exceptional ability to the Corporation
because of the opportunity offered to acquire a
proprietary interest in the business. The stock
options granted under the Plan are intended to
qualify as incentive stock options within the
meaning of Internal Revenue Code Sections 422A.
2.00 Plan Administration
2.01 The Plan shall be administered by a committee
(hereinafter referred to as the "Committee")
consisting of three (3) or more members, who shall
be designated by the Board of Directors of the
Corporation (hereinafter referred to as the "Board")
from time to time. In the absence of a specific
designation by the Board, the Committee shall
consist of three (3) members. The Board shall
select Committee members from among its own members,
and any in its sole and absolute discretion remove a
Board member from the Committee with or without
cause, by providing him with written notice of such
removal, which written notice shall contain the
effective date of such removal, which may be
effective immediately. Vacancies occurring in the
Committee, whether by reason of an increase in its
number of members; a removal, or otherwise, shall be
filled by the Board.
2.02 The Board in its sole discretion, may, but need
not, from time to time authorize the payment of
reasonable remuneration to Committee members for
services rendered pursuant hereto.
2.03 Committee members may not participate in or
influence any action related to grants to themselves
of stock options or rights under this Plan. ALL
matters relating to such grants to Committee members
shall be decided by a majority of the Board,
excluding there from the affected Committee member.
The Committee shall be free, however, to make
recommendations to the Board for this purpose.
3.00 Eligibility
3.01 The key Employees of the Corporation and/or its
subsidiaries, who, in the opinion of the Committee,
have demonstrated a capacity for contributing in a
substantial measure to the successful performance of
the Corporation and/or its subsidiaries, shall be
eligible to be granted options to purchase the
Corporation's common stock and to receive grants of
or rights to the Corporation's common stock under
this plan.
3.02 From such eligible Key Employees, the Committee
shall, from time to time, select those persons to
whom options or rights shall be granted. Except as
provided in Paragraph 2.03 above, all such
selections shall be in the sole discretion of the
Committee; however, the Board and management shall
be free to make recommendations to the Committee for
this purpose.
4.00 Shares Available For Options and Grants
4.01 The Board shall reserve for the purpose of this
Plan, out of the authorized but unissued common
stock Class A of the par value of $.01 cent each
(hereinafter referred to as "Common Stock") of the
Corporation, or out of shares of common stock held
in its Treasury, or partly out of each, as shall be
determined by the Board, a total of one hundred and
fifty thousand (150,000) shares of the common stock
of the Corporation.
4.02 The number of shares determined pursuant to the
foregoing Paragraph 4.01 shall be subject to
adjustment in accordance with Paragraph 10.00
hereof.
4.03 In the event a restricted stock grant awarded
under the Plan, or an option granted under the plan,
to any key employee expires, or is terminated
unexpressed as to any shares subject thereto, or in
the event that any shares awarded hereunder to any
key employee are returned to the Corporation, such
shares shall thereafter again be available for the
purposes of the Plan.
5.00 Committee Authority
5.01 Subject to the provisions of this plan, the
Committee shall have full and final authority to
determine the persons to whom options shall be
granted, restricted stock grants made or stock
appreciation rights granted, and the number of
shares to be subject to each option or grant. The
Committee shall have the authority, in its
discretion, to grant incentive stock options within
the meaning of Section 422A of the 1986
International Revenue Code, as it presently exists
and as it may hereafter be amended (hereinafter
referred to as the "Code"), and to grant stock
options that are not incentive stock options within
the meaning of such Code section. At the time of
grant the Committee may allow an optionee to elect
to receive non-qualified options or incentive stock
options, except that the number of shares subject to
exercise as incentive stock options, shall not
exceed the calendar year limitation as set forth
below in Paragraph 5.02. Options may not be granted
under this Plan more than ten (10) years after the
Effective date.
5.02 Notwithstanding anything to the contrary herein
contained, the aggregate fair market value
(determined as of the time the option is granted) of
the stock with respect to which incentive stock
options (within the meaning of Code section 422A9b)
are exercisable for the first time by any optionee
during any calendar year under this Plan and any
other plans of the Corporation or any subsidiary
thereof shall not exceed One Hundred Thousand
Dollars ($100,000).
5.03 No incentive stock option shall be granted
hereunder to any individual who, at the time the
option is granted: (i) is not a key employee of the
Corporation, or one or more of its subsidiaries; or
(ii) owns stock representing more than ten percent
(10%) of the total combined voting power of all
classes of stock of the Corporation, or any
subsidiary, Subpart (ii) of the immediately
preceding sentence shall not apply if at the time
the option is granted the option price is at least
one hundred ten percent (110%) of the fair market
value of the stock subject to the option, and the
option, by its terms is not exercisable after the
expiration of five (5) years from the date it is
granted.
6.00 Option Price
6.01 At the time any option is granted, the Committee
shall establish the option price of the shares of
common stock subject to such option. With respect
to incentive stock options, such price shall not be
less than eighty-five percent (85%) of the "fair
market value" (as defined below in Paragraph 6.02)
of such shares on the day the option is granted.
The option price will be subject to adjustment in
accordance with the provisions of Paragraph 10.00 of
this Plan.
6.02 For purposes of this Plan, the "fair market
value" of a share of common stock on any day shall
be the average of the most recent bid and ask prices
determined by reference to Over-The-Counter, or
National quotations as of the close of business, or
the fair market value may be determined by
establishing an earnings figure for the current and
next year and then applying a price-earnings
multiplier (industry-based, comparative data
support, review of business forecasts, etc.) to
establish a market value; or failing these markets,
the fair market value may be determined in reference
to recent bona fide private stock transactions,
valuations known for similar other companies, the
Corporation's performance, its indebtedness.
7.00 Terms and Exercise of Options
7.01 Any option granted under this Plan by its terms
may require the director, officer, or employee
granted such option to remain in the continuous
service of employ of the Corporation, or none or
more of its subsidiaries for such periods of time,
if any, from the date of grant of this option,
before the right to exercise any part of the option
will accrue, as the committee may in its sole
discretion determine at the time of granting such
option.
7.02 Each option granted under this Plan shall be
exercisable at such times with respect to such
number of shares covered thereby as may be
determined by the Committee at the time of the grant
thereof; however all incentive stock options must be
exercised within ten (10) years from the date of
their grant except as otherwise set forth in
Paragraph 5.03 hereof. The right to purchase shares
shall be cumulative so that when the right to
purchase any shares has accrued, such shares or any
part thereof may be purchased at any time thereof
until the expiration or termination of the option.
7.03 Options grants under this Plan shall not be
transferred, assigned, pledged, or hypothecated in
any way by the optionee otherwise than by will, or
if he dies intestate, by the laws of descent and
distribution of the state of domicile at the time of
his death, and such options shall be exercisable
during his lifetime only by such optionee. Upon any
attempt to transfer, assign, pledge, hypothecate, or
otherwise dispose of such option, or upon levy of
any attachment or similar process with respect to
such option or rights, such option or right shall
immediately become null and void.
7.04 In the event an optionee's employment or, in the
case of a non-employee optionee, affiliation, with
the Corporation terminates, for whatever reason, an
option shall be exercisable by the optionee at any
time prior to the expiration date of the option or
within three (3) months after the date of such
termination of employment or affiliation, whichever
is the shorter period, but only to the extent of the
accrued right to purchase at the date of such
termination. Otherwise his option rights under any
then outstanding option shall terminate immediately.
In the event of the disability of the optionee
(within the meaning of Code Section 422(e)(3), the
option shall be exercisable whether or not
exercisable on the commencement date of such
disability), by the optionee at any time within
twelve (12) months after the last day of his
employment with the Corporation, pursuant to code
Section 422A(c)(7). In the event of the death of an
optionee, the option shall be exercisable (whether
or not exercisable on the date of the death of such
optionee) by the person or persons entitled to do so
under the optionee's will, or, if the optionee shall
fail to make testamentary disposition of said option
or shall die instead, by the optionee's legal
representative, at any time prior to the expiration
date of the option or within twelve (12) months
after the date of such death whichever shall first
occur.
7.05 The option price of each share purchased
pursuant to each option shall be paid in full at the
time of such purchase, in cash, or, in the
Committee's discretion, in common stock of the
Corporation which is owned by the optionee, which
stock shall be valued at the average of the most
recent Corporation's stock is publicly traded. In
no event shall the Corporation be required to
transfer fractional shares to the optionee.
7.06 As a condition precedent to the grant of any
rights or privileges hereunder becoming effective
and exercisable, the Committee may, in its sole
discretion, require that the respective eligible key
employee sign a written acceptance of such rights or
privileges and any conditions which may be attached
thereto by the Committee. In the case of incentive
stock options, such conditions shall not be
inconsistent with Code Section 422A(b).
8.00 Restricted Stock Grants
8.01 Subject to the provisions of this Plan, the
Committee shall have full and final authority to
determine the persons to whom restricted stock
grants shall be made, the number of shares to be
granted in each case, the consideration to be
received by the Corporation for the issuance of
transfer or such shares (which may include past
valuable services), and the other terms and
conditions of each particular grant, including,
without limitation, provisions which in all cases
shall be consistent with the terms of the Plan: (a)
specifying the consideration to be received by the
Corporation for shares to be granted pursuant to the
plan; (b) imposing and specifying the nature and
extent of restrictions upon disposition of shares
acquired pursuant to grants hereunder (c) specifying
the circumstances under which all or part of any
shares acquired pursuant to grants hereunder may be
required to be forfeited and surrendered to the
Corporation and the consideration, if any, to be
paid by the Corporation for any such shares
forfeited and surrendered; and (d) specifying the
extent and time of lapse of such restrictions or
risks of forfeiture.
8.02 The Committee shall have full and final
authority to determine and fix the other terms and
conditions of each particular grant and to authorize
and cause to be effected the issuance or transfer
pursuant to grants made under the Plan, all
consistent with the terms and conditions hereof.
Any shares so issued or transferred pursuant to
grants made under the Plan shall, upon such issuance
or transfer, be duly issued, validly outstanding,
fully paid, and non-assignable.
9.00 Stock Appreciation Rights
9.01 The Committee shall have the full power and
authority to grant stock appreciation rights to any
person eligible as determined by the Committee in
accordance with Paragraph 2.01 hereof. Such stock
appreciation rights may have such limitations
attached to their exercise as the Committee may
determine, including, but not limited to, such
rights not being exercisable unless and until there
is a "change in control" of the Corporation, as
"change in control" may be defined in employment
contracts for certain key officers or employees of
the Corporation, or such rights not being
exercisable unless and until the value of the
subject common stock attains a certain stated level
or appreciates a certain stated percentage.
9.02 A stock appreciation right shall, upon its
exercise, entitle the person to whom such stock
appreciation right was granted the right to receive
a number of shares of common stock, or cash, or
combination thereof, as the Committee, in its
discretion, shall determine. The aggregate value of
such stock, cash, or a combination thereof shall
equal the amount by which the market value per share
on the date of such exercise exceeds the exercise
price of such stock appreciation right, multiplied
by the number of shares with respect to which such
stock appreciation right shall have been exercised.
A stock appreciation right may be related to an
option granted independently of any option, as the
Committee shall in each case determine. At time of
grant of an option the Committee shall determine
whether and to what extent a related stock
appreciation right shall be granted with respect
thereto. A related option shall cease to be
exercisable to the extent the related stock
appreciation right was exercised. A related stock
appreciation right shall cease to be exercisable to
the extent a related option is exercised.
9.03 Notwithstanding any other provision of this
Plan, if such related option is an incentive stock
option, the related stock appreciation right shall
satisfy all the restrictions and limitations of
Paragraph 5.00 hereof as if such stock appreciation
right were an incentive stock option, and as if all
other rights which are related to the incentive
stock options were incentive stock options. The
exercise of such stock appreciation rights must have
the same economic and tax consequences as the
exercise of the related incentive stock option
followed by an immediate sale of the option stock.
Such related stock appreciation right, by its terms,
must meet the following requirements: (i) The stock
appreciation right must expire no later than the
expiration of the related incentive stock option;
(ii) the stock appreciation right may be for no more
than one hundred percent (100%) of the difference
between the exercise price of the related incentive
stock option and the market price of the stock
subject to the related incentive stock option at the
time the stock appreciation right is exercised;
(iii) the stock appreciation right shall be
transferable only when the related incentive stock
option is transferable, and under the same
conditions; (iv) the stock appreciation right may be
exercised only when the related incentive stock
option is eligible to be exercised; and (v) the
stock appreciation right may be exercised only when
the market price of the stock subject to the
incentive stock option exceeds the exercise price of
the incentive stock option.
10.00 Adjustment to Number of Shares
In the event that a stock dividend or stock split
shall be hereafter declared upon the common stock of
the Corporation, payable in shares of common stock
of the Corporation, the number of shares of common
stock then subject to any such option, right, or
grant and the number of shares reserved for issuance
pursuant to the Plan but not yet covered by an
option, right, or grant shall be adjusted by adding
to each such share the number of shares which would
be distributable thereon if such share had been
outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend
or stock split. In the event that the outstanding
shares of the common stock of the Corporation shall
be changed into or exchanged for a different number
or kind of shares of stock or other securities of
the Corporation or of another corporation, whether
through a reorganization, recapitalization, stock
split, combination of shares, merger, or
consolidation, then there shall be substituted for
each share of common stock subject to any such
option, right, grant and for each share of common
stock reserved for issuance pursuant to the Plan but
not yet covered by an option, right, or grant, the
number and kind of shares of stock or other
securities into which each outstanding share of
common stock shall be so changed or for which each
such share shall be exchanged. In the event there
shall be any change, other than as specified above
in this Paragraph 10.00, in the number or kind of
outstanding shares of common stock of the
Corporation, or of any stock or other securities
into which common stock shall have been changed or
for which it shall have been exchanged, then, if the
Committee shall in its sole discretion determine
that such change equitably requires an adjustment in
the number or kind of shares there to for reserved
for issuance pursuant to the Plan but not yet
covered by an option, right, or grant and of the
shares then subject to an option, right, or grant
and of the shares then subject to an option or
options, such adjustment shall be made by the
Committee and shall be effective and binding for all
purposes of the Plan, and of each option, right, or
grant. In the case of any such substitution or
adjustment as provided for in this Paragraph 10.00,
the option price in each option, right or grant
prior to such substitution or adjustment will be the
option price of all shares of stock or other
securities which shall have been substituted for
such share or to which such share shall have been
adjusted pursuant to this Paragraph 10.00. No
adjustment or substitution provided for in this
Paragraph 10.00 shall require the Corporation to
sell a fractional share.
11.00 Plan Amendment
The Board shall have the right to amend, suspend, or
terminate this Plan at any time, provided that no
amendment shall be made without approval of the
shareholders of the Corporation, which shall (a)
increase the total number of shares which may be
issued and sold pursuant to options granted or
restricted stock grants made; (b) increase the total
number of shares which may be covered by any option
or options to one individual; (c) decrease the
minimum option price stated in Paragraph 6.00 of
this Plan; or (d) withdraw the administration of the
Plan from the Committee.
12.00 Plan duration
12.01 The duration of this Plan shall be ten (10)
years from and after its Effective Date.
12.02 Notwithstanding anything to the contrary herein
contained, this Plan and any rights or privileges
granted pursuant hereto shall be null and void if
not approved by a vote of the shareholders of the
Corporation within twelve (12) months of the
Effective Date.
13.00 Miscellaneous Provisions
13.01 As used herein, "subsidiary" shall mean any
corporation if stock possessing at least fifty-one
percent (51%) of the voting power of all classes of
stock of such corporation is owned, directly or
indirectly by the Corporation.
13.02 Upon the dissolution or liquidation of the
Corporation, the option granted hereunder shall
terminate and become null and void, but the optionee
shall have the right immediately prior to such
dissolution or liquidation to exercise the option
granted hereunder to the full extent not previously
exercised, in accordance with the terms and
conditions attached to the exercise of the option,
if any.
13.03 Neither the optionee nor his legal
representative, heirs, or successors shall be a
shareholder of the Corporation, or have any rights
or privileges of a shareholder of the Corporation,
with respect to the shares optioned or optionable
hereunder, unless and until a certificate
representing such shares shall have been properly
issued and delivered, or endorsed, transferred, and
delivered, as the case may be, and the optionee or
his legal representative, heirs, or successors has
caused the appropriate name to be entered as the
shareholder of record on the books of the
Corporation.
13.04 By exercising any right or option as granted
pursuant hereto, the optionee agrees to be bound by
the terms and conditions of this Plan and any gant
of option or rights hereunder.
13.05 Any notice to be given to the Corporation under
the terms of this plan shall be addressed as set
forth on one page hereof. Any such notice shall be
deemed duly given when actually received by the
Corporation.
13.06 If any part of this Plan is found to be void,
the remaining provisions shall nevertheless be
binding with the same effects as if the void part
had initially been deleted.
13.07 As used herein the masculine, feminine, or
neuter gender, and the singular or plural number,
shall each be allowed to include the other, wherever
the context so indicates.
13.08 This plan shall be governed by and construed in
accordance with the laws of the State of Delaware.
13.09 This Plan shall be binding upon and shall
operate for the benefit of the persons who are
eligible for benefits hereunder pursuant to
Paragraph 3.01, and the Corporation, its successors,
and assigns.
13.10 This instrument contains the entire Plan, and
there are no agreements, representations, or
warranties relating to the subject matter of this
Plan which are not set forth herein. No
modification of this plan shall be valid unless made
in writing and signed by authorized officers or
agents of the Corporation.
13.11 It is the intent of the Corporation that
certain stock options to be granted hereunder and
which are designated to be incentive stock options
qualify as such pursuant to Code 422A. Accordingly,
any term or condition hereof which would jeopardize
such intent shall be deemed ineffective as to this
Plan as of its Effective Date. Moreover the
Committee shall administer this Plan and grant
options and rights hereunder consistent with this
intent.
13.12 At all times this Plan shall be read,
construed, and administered consistent with any and
all applicable rules, regulations and procedures of
the federal, state and local governmental agencies,
including the Securities and Exchange Commission.
Any term or condition hereof which would cause this
Plan to be in violation shall be deemed ineffective
as to this Plan as of its Effective Date.
ADOPTED BY the Board of Directors of TechGnosis
International Inc., on the date and year first above
written.
MINUTES OF THE MEETING OF
STOCKHOLDERS OF
TECHGNOSIS INTERNATIONAL INC.
HELD November 4, 1994.
The Chairman explained that all options provided
under the current Key Employee Stock Option Plan had been
granted to employees of the company.
The meeting thereupon decided to increase the number
of shares available for options for key employees of the
company from 150,000 to 300,000. 1,509,261 votes were
cast in favor of the decision, 95,216 votes abstaining.
EXHIBIT 5
ARENT FOX KINTNER PLOTKIN & KAHN
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5339
November 30, 1995
The Board of Directors
Intersolv, Inc.
9420 Key West Avenue
Rockville, Maryland 20850
Gentlemen:
We have acted as counsel to Intersolv, Inc. (the
"Company") with respect to the Company's Registration
Statement on Form S-8, filed by the Company with the
Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as
amended, of 396,447 shares of Common Stock, par value
$.01 per share (the "Shares").
As counsel to the Company, we have examined the
Company's Certificate of Incorporation and such records,
certificates and other documents of the Company, as well
as relevant statutes, regulations, published rulings and
such questions of law, as we considered necessary or
appropriate for the purpose of this opinion.
We assume that, prior to the sale of any Shares to
which the Registration Statement relates, appropriate
action will be taken to register and qualify such Shares
for sale, to the extent necessary, under any applicable
state securities laws.
Based on the foregoing, we are of the opinion that
the 396,447 Shares subject to the Key Employee Incentive
Stock Option Plan approved November 18, 1993 (the "Plan")
when delivered and paid for in accordance with the terms
of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to all
references to our firm in the Registration Statement. In
giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as
amended, or the General Rules and Regulations thereunder.
Very truly yours,
ARENT FOX KINTNER PLOTKIN & KAHN
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of INTERSOLV, Inc. on Form S-8 of
our report dated May 31, 1995, on our audits of the
consolidated financial statements and the financial
statement schedule of INTERSOLV, Inc. as of April 30,
1995 and 1994 and for the years ended April 30, 1995,
1994, and 1993 which report, financial statements, and
financial statement schedule are incorporated by
reference in this registration statement from the
Company's Annual Report on Form 10-K for the year ended
April 30, 1995.
COOPERS & LYBRAND, L.L.P.
Baltimore, Maryland
November 30, 1995
