As filed with the Securities and Exchange Commission on August 25, 1997.
Registration No. 333-
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;
$0.01 par value 560,000 $15,7375 $8,813,000 $2,670.61
(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, 1997.
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, 1997.
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 ("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 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 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 25th day of August, 1997.
INTERSOLV, INC.
By:/s/ Kenneth A. Sexton
Kenneth A. Sexton
Senior Vice President,
Finance & Administration
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person
whose signature appears below constitutes and appoints
Kenneth A. Sexton 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, August 25, 1997
Kevin J. Burns Director
/s/Gary G. Greenfield Director and August 25, 1997
Gary G. Greenfield Chief Executive Officer
/s/Kenneth A. Sexton Senior Vice President, August 25, 1997
Kenneth A. Sexton Finance & Administration
(Principal Financial
Officer and Accounting
Officer)
/s/Russell E. Planitzer Director August 25, 1997
Russell E. Planitzer
/s/Richard A. Carpenter Director August 25, 1997
Richard A. Carpenter
/s/Robert N. Goldman Director August 25, 1997
Robert N. Goldman
/s/Norman A. Bolz Director August 25, 1997
Norman A. Bolz
/s/Charles O. Rossotti Director August 25, 1997
Charles O. Rossotti
/s/R. Craig Roos Director August 25, 1997
R. Craig Roos
/s/Michel Berty Director August 25, 1997
Michel Berty
/s/Frank A. Sola Director August 25, 1997
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) Amendments to the Intersolv, Inc. 1992 Employee
Stock Purchase Plan. Incorporated by reference
to the exhibit of the same designation filed as an
exhibit of to the Registrant's Registration Statement
n Form S-8, with respect to the 1992 Employee Stock
Purchase Plan on July 1, 1996.
(c) Amendment to the Intersolv, Inc. 1992 Employee Stock
Purchase Plan
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(c)
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
1,200,000 shares. Subject to adjustment as provided in
Paragraph 17, the maximum number so available during each
Offering is 1,200,000. 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.
EXHIBIT 5
Arent, Fox, Kintner, Plotkin & Kahn
1050 Connecticut Ave., NW
Washington, D.C. 20036-5339
August 25, 1997
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, as amended, of 560,000 shares of Common Stock,
value $0.01 per share (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 560,000 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, as
amended, or the General Rules and Regulations thereunder.
Very truly yours,
ARENT FOX KINTNER PLOTKIN & KAHN
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 July 18, 1997, on our audits of the
consolidated financial statements and the financial
statement schedule of INTERSOLV, Inc. and Subsidiaries,
as of April 30, 1997 and 1996, and for the three years
ended April 30, 1997 as included in its Annual Report on
Form 10-K, which is incorporated by reference on this
Form S-8.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
August 25, 1997
