As filed with the Securities and Exchange Commission on
July 1,
1996.
Registra
tion 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)
1992 EMPLOYEE STOCK
PURCHASE PLAN, AS
AMENDED (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 Amount of
to be Registered to be Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share (1) Offering
Price(1)
Common Stock,
$.01 par value 300,000 $ 9.250 $ 2,775,000 $957.00
(1) Pursuant to Rule 457(h)(1), based on the average
of the high and low prices reported in the NASDAQ
National Market within five business days prior to
the date of filing.
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. The Registrant's Current Reports on Form 8-
K,
dated May 11, 1995 and as amended by
Amendment No. 1, dated July 12, 1995 and
dated November 7, 1995 and as amended by
Amendment No. 1, dated January 5, 1996.
3. The Registrant's quarterly report on Form
10-
Q for the period ended July 31, 1995.
4. The Registrant's quarterly report on Form
10-
Q for the period ended October 31, 1995.
5. The Registrant's quarterly report on Form
10-
Q for the period ended January 31, 1996.
6. 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.
7. 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 ("Shares"),
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
posteffective 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 Intersolv, Inc. 1992 Employee Stock Purchase
Plan (the "Plan") provides that the Registrant shall
indemnify directors, to the fullest extent permitted by
applicable statute, for any expenses incurred in
defending a civil or criminal action or proceeding,
arising out of such director's actions with respect to
administration of the Plan, in advance of the final
disposition of such action or proceeding, upon receipt
of an undertaking by the person indemnified to repay
such payment if such director shall be adjudicated not
to have acted in good faith in the reasonable belief
that such director's action was in the best interest of
the Registrant.
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 7.
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 a 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 1st day of July, 1996.
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, July 1,
1996
Kevin J. Burns Chief Executive Officer,
Director
/s/Kenneth A. Sexton Vice President, Finance July 1,
1996
Kenneth A. Sexton & Administration
(Principal Financial
Officer and Accounting
Officer)
/s/Russell E. Planitzer Director July 1,
1996
Russell E. Planitzer
/s/Richard A. Carpenter Director July 1,
1996
Richard A. Carpenter
/s/Gary G. Greenfield Director July 1,
1996
Gary G. Greenfield
/s/Robert N. Goldman Director July 1,
1996
Robert N. Goldman
/s/Norman A. Bolz Director July 1,
1996
Norman A. Bolz
/s/Charles O. Rossotti Director July 1,
1996
Charles O. Rossotti
/s/Frank A. Sola Director July 1,
1996
Frank A. Sola
EXHIBIT INDEX
Exhibit
4. Instruments defining the rights of security
holders
(a) The Intersolv, Inc.
1992 Employee Stock Purchase Plan, as amended.
Incorporated by reference to the exhibit of the
same designation filed as an exhibit to the
Registrant's Registration Statement on Form S-
8 with respect to the 1992 Employee Stock
Purchase
Plan filed with the Commission on December
22, 1992.
(b) Amendment to the Intersolv, Inc. 1992
Employee
Stock Purchase Plan, as amended
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.
Certified Public Accountants
(b) Consent of Arent Fox Kintner
Plotkin & Kahn (counsel): included in exhibit
5
24. Power of Attorney: included on signature page.
AMENDMENT TO EXHIBIT 4(b)
1992 EMPLOYEE STOCK PURCHASE PLAN
Section 12(a) of the Intersolv, Inc. 1992 Employee
Stock Purchase Plan is hereby amended as follows:
12. Stock.
(a) Subject to adjustment upon changes in
capitalization of the Company as provided in Paragraph
17, the maximum number of shares of Common Stock which
shall be made available for sale under the Plan is
640,000 shares. Subject to adjustment as provided in
Paragraph 17, the maximum number so available during
each Offering is 640,000. If the total number of
Shares for which options are exercised on any Offering
Termination Date in accordance with Paragraph 8 exceeds
the maximum number available under such Offering, the
Company shall make a pro rata allocation of the shares
available for delivery and distribution in as nearly a
uniform manner as shall be practicable and as it shall
determine to be equitable, and the balance of payroll
deductions credited to the account of each participant
under the Plan shall be returned to him or her as
promptly as possible.
Section 18 of the Intersolv, Inc. 1992 Employee
Stock Purchase Plan is hereby amended as follows:
18. Amendment or Termination.
The Board of Directors may at any time terminate
or amend the Plan. Except as hereinafter provided, no
such termination may affect Options previously granted,
nor may an amendment make any change in any Option
theretofore granted which would adversely affect the
rights of any participant nor may an amendment be made
without approval of the stockholders of the Company if
such amendment would (a) materially increase the
benefits accruing to participants under the Plan, (b)
materially increase the number of shares which may be
issued under the Plan, or (c) materially modify their
requirements as to eligibility for participation under
the Plan. Any required approval of the stockholders of
the Company of an amendment to the Plan must be
obtained within 12 months after the date the amendment
is adopted by the Board of Directors of the Company.
[Arent Fox Letterhead] EXHIBIT 5
July 1, 1996
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 (the "Commission")
in connection with the registration under the
Securities Act of 1933 of 300,000 shares of Common
Stock, $.01 par value (the "Shares"), subject to the
Intersolv, Inc. 1992 Employee Stock Purchase Plan, as
amended (the "Purchase Plan").
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 300,000 Shares subject to the Purchase Plan, when
issued and paid for in accordance with the terms of the
Purchase 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
or the General Rules and Regulations thereunder.
Very truly yours,
ARENT FOX KINTNER PLOTKIN & KAHN
By: /s/ Jeffrey E. Jordan
Jeffrey E. Jordan
EXHIBIT
23.3(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. and Subsidiaries,
as of April 30, 1995 and 1994, and for the three years
ended April 30, 1995 included on Form 10-K.
COOPERS & LYBRAND L.L.P.
Baltimore, MD
July 1, 1996
