<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 26, 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
AVS: 872025
Release time:
UK: 14:00 GMT
US: 9:00 a.m. EST
Please Contact:
Ron Forbes
UK - 01635 32646
Vice President, International Finance
Stuart McGill
UK - 01635 32646
International Business Manager Year 2000
Les Thomas
UK - 01202 304410
Managing Director, Millennium
Micro Focus Agrees to Acquire Millennium (UK) Limited,
a Year 2000 Consulting Company
- ------------------------------------------------------
March 26, 1997 -- London, England and Palo Alto, California -- Micro Focus
(NASDAQ: MIFGY) announced that it has agreed on terms with Millennium (UK)
Limited, a privately held Year 2000 consulting company, to acquire all of the
share capital of Millennium for approximately GBP 4 million (USD 6.4 million)
which will be paid in a combination of cash and shares. Completion of the
transaction is anticipated by the end of April 1997.
For the year ended December 31, 1996 Millennium reported revenue of
approximately GBP 1 million (USD 1.6 million), losses of GBP 0.2 million
(USD 0.3 million) and had net liabilities of approximately GBP 0.5 million
(USD 0.8 million). Revenue in the fourth calendar quarter of 1996 increased
by 110 per cent over the previous calendar quarter.
Millennium, based in Bournemouth, UK, provides specialised Year 2000 consulting
services and has performed work for many blue chip UK clients on Year 2000
projects. The company has significant expertise in the estimating, planning
and management of Year 2000 compliance projects for large scale systems.
Millennium delivers services in the areas of project management and planning,
business process prioritisation, resource strategies, risk assessment, impact
analysis, forward failure analysis, vendor management, automation strategies,
training, implementation support and management, and testing procedures and
standards.
Marcelo Gumucio, CEO of Micro Focus and "Micro Focus and Millennium are in the
business of providing best of breed offerings -- Millennium with consulting and
Micro Focus through its technology. As awareness of the Year 2000 challenge
has increased, and as this has strained industry capacity, customers of both
companies have been requesting more comprehensive
<PAGE> 3
solutions to their Year 2000 problems. The combination of Micro Focus and
Millennium allows us to deliver such solutions."
Les Thomas, Managing Director of Millennium added "Millennium has invested to
develop a strong position in the UK Year 2000 market. Now, as part of Micro
Focus we will have the support of a significant long term player in this
business. We anticipate this will encourage our customers to extend our
current relationships into the future, and broaden the scope of our service
offerings."
Micro Focus provides tools and technology for managing enterprise computing
assets. The Company's state-of-the-art programming solutions allow
applications developers to manage and extend their enterprise applications for:
Distributed Computing -- developing and deploying production systems in
distributed environments; Legacy Solutions -- moving application development
and maintenance off the mainframe; and Year 2000 assessment and implementation
- -- providing solutions for re-engineering systems to handle the millennium date
change.
Micro Focus is located in the UK at The Lawn, 22-30 Old Bath Road, Newbury,
Berkshire, RG14 1QN - telephone 01635 32646 and in the US at 2465 East Bayshore
Road, Palo Alto, California 94303 - telephone 415-856-4161. For additional
information on Micro Focus and its products, visit the Micro Focus Web site
at http://www.microfocus.com.
The above statement is made in accordance with the U.S. Private
Securities Litigation Reform Act 1995. This release contains
forward-looking statements that involve a number of risks and
uncertainties. There are certain important factors that could cause
results to differ materially from those anticipated by the statements
made herein. Factors that could cause actual results to differ
materially are the following: the ability of the combined Company to
meet the needs of its customers through integration of professional
services, methodologies and products in the highly dynamic market for
application development tools, the potential need for modification of
the combined Company's development tools and methodologies in connection
with such integration, Micro Focus' ability to integrate Millennium
service offerings and its personnel into Micro Focus' operations, the
dedication of management resources to such integration which may
temporarily distract attention from the combined Company's day to day
operations, the effect of competitor's efforts to enter the combined
Company's markets, and the ability of Micro Focus to retain key
technical, managerial and other personnel of Millennium. Readers are
referred to Micro Focus' Form 20-F for the fiscal year ended January 31,
1996 filed with the SEC, as may be updated or amended with future
filings with the SEC, which identifies important risk factors which
could cause actual results to differ from to those contained in the
forward-looking statements above.
-ENDS-
<PAGE> 4
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 26, 1997 By: /s/ MARCELO A. GUMUCIO
----------------------------------
Marcelo A. Gumucio
Chief Executive Officer
