MICRO FOCUS GROUP PUBLIC LIMITED COMPANY
6-K, 1997-03-10
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 6-K

                            REPORT OF FOREIGN ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-15 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the month of  March 7, 1997

                    Micro Focus Group Public Limited Company
                 (Translation of Registrant's Name Into English)

               The Lawn, Old Bath Road, Newbury, England RG14 1QN
                    (Address of Principal Executive Offices)


        (Indicate by check mark whether the registrant files or will file annual
reports under cover of 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   X                                      No  
             ---                                        ---

        (If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2 (b): 82-795.)






<PAGE>   2


August 1995                                                          Schedule 11
- --------------------------------------------------------------------------------

                                   SCHEDULE 11
           NOTIFICATION OF INTEREST OF DIRECTORS AND CONNECTED PERSONS


AVS No.:      951705

All relevant boxes should be completed in block capital letters.


1.   Name of company:

     MICRO FOCUS GROUP PLC

2.   Name of director:

     PAUL ADAMS

3.   Please state whether notification indicates that it is in respect of
     holding of the director named in 2 above or holding of that person's spouse
     or children under the age of 18 or in respect of a non-beneficial interest:

     SAME AS 2, ABOVE

4.   Name the registered holder(s) and, if more than one holder, the number of
     shares held by each of them (if notified):

     N/A

5.   Please state whether notification relates to a person(s) connected with the
     director named in 2 above and identify the connected person(s):
     
6.   Please state the nature of the transaction. For PEP transaction pleases
     indicate whether general/single co PEP and if discretionary/non
     discretionary:
     
7.   Number of shares/amount of stock acquired:
     
8.   Percentage if issued class:
     
9.   Number of shares/amount of stock disposed:
     
10.  Percentage of issued class:
     
11.  Class of security:
<PAGE>   3

12.  Price per share:

13.  Date of transaction:

14.  Date company informed:

15.  Total holding following this notification:

16.  Total percentage holding if issued class following this notification:

- ----------------------------------------------------------------

If a director has been granted option by the company please complete the
following boxes.

17.  Date of grant:

     5th MARCH 1997

18.  Period during which or date on which exercisable:

     20% VESTS ON GRANT ANNIVERSARY EACH YEAR LAPSE DATE 5th MARCH
     2007

19.  Total amount paid (if any) for grant of the option:

     NIL

20.  Description of shares or debentures involved - class, number:

     10,000  GBP 0.10 ORDINARY SHARES

21.  Exercise price (if fixed at time of grant) or indication that price is to
     be fixed at time of exercise:

     GBP 10.59

22.  Total number of shares or debentures over which options held following this
     notification:

     68,900

23.  Any additional information:

24.  Name of contact and telephone number for queries:
<PAGE>   4

          KARIN WATT  01635  32645

25.  Name and signature of authorised company official responsible for making
     this notification:

Date of notification: 6th March 1997                 \s\ Karin Watt

- -----------------------------------------------------------------------------

London Stock Exchange. Company Announcements Office.  Old Broad Street, London  
EC2N 1HP Facsimile: 0171 588 6057.0171 334 896/8965/8966 (PLEASE DO NOT POST)
Enquiries: Continuing Obligations: Telephone 0171 797 3850/1639/1972/3150



<PAGE>   5



                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                        Micro Focus Group Public Limited Company
                                        ----------------------------------------
                                                      (Registrant)


Date: March 10, 1997                     By:  /s/ LOREN E. HILLBERG
                                           -------------------------------------
                                            Loren E. Hillberg, Secretary


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