UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25 SEC FILE
NUMBER
__ 0-
15188______
NOTIFICATION OF LATE FILING CUSIP NUMBER
_46070J106__
__
(Check One): X_ Form 10-K __ Form 20-F __ Form 11-
K __ Form 10-Q __ Form N-SAR
For Period Ended: April 30, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-
F
[ ] Transition Report on Form 11-
K
[ ] Transition Report on Form 10-
Q
[ ] Transition Report on Form N-
SAR
For the Transition Period Ended:
_________________________
Read Instruction (on back page) Before Preparing Form.
Please Print or Type
Nothing in this form shall be construed to imply that
the Commission has verified any information contained
herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the
notification relates:
_______________________________________________________
__
PART I - REGISTRANT INFORMATION
INTERSOLV, Inc.
Full Name of Registrant
________________N/A____________________________________
__ Former Name if Applicable
9420 Key West Avenue
Address of Principle Executive Office (Street and
Number)
Rockville, MD 20850
City, State and Zip code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12B-25(b), the following should be completed. (Check box if
appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable
effort or expense;
X (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11
K, Form N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form
10-K, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
(Attach Extra Sheets if Needed).
See Attachment I
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Kenneth A. Sexton (301)838-5210
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If
answer is no, identify report(s).
__X Yes No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statement
to be included in the subject report or portion thereof?
__X Yes No
__________________See Attachment II_______________________
INTERSOLV, Inc.____________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date 7/29/96 By _/s/Kenneth A. Sexton________
Kenneth A. Sexton,
Senior Vice President
Finance & Administration,
Chief Financial Officer &
Secretary
ATTACHMENT I
In May 1995, INTERSOLV, Inc. ("INTERSOLV") acquired
all of the outstanding common stock of PC Strategies and
Solutions, Inc. ("PCS"). This transaction is to be
accounted for using the "pooling-of-interests" method,
accordingly INTERSOLV's historical financial statements
must be restated to include the results of operations
of PCS.
On October 23, 1995, INTERSOLV acquired all of the
outstanding common and preferred stock of TechGnosis
International, Inc. ("TechGnosis"), a Belgium based
company, for a combination of INTERSOLV shares and
cash. In addition, INTERSOLV assumed $3,865,000 of
TechGnosis' obligations under its 8.4% Subordinated
Convertible Notes due in 1999. The transaction is to
be accounted for using the "pooling-of-interests"
method, accordingly INTERSOLV's historical financial
statements must be restated to include the results of
operations of
TechGnosis.
As of July 29, 1996, the due date of INTERSOLV's
Form 10-K for the year ended April 30, 1996, INTERSOLV
was unable to complete the restatement of the
historical financial statements and related footnotes
to include the results of operations of TechGnosis and
PCS.
ATTACHMENT II
As previously disclosed in its press release of
May 30, 1996, INTERSOLV will report revenues of $145.3
million for the year ended April 30, 1996, as compared
to $134.5 million for fiscal 1995. INTERSOLV will
report a net loss of $3.7 million for fiscal 1996 due
to $13.6 million of acquisition charges related to the
acquisition of TechGnosis and PCS, as compared to net
income of $10.9 million in fiscal 1995. The fiscal
1995 results include
the results of operations for TechGnosis and PCS.
