<PAGE> 1
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 May 9, 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.)
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MICRO FOCUS
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Dear Shareholder, May 8 1997
ANNUAL GENERAL MEETING
The purpose of this letter is to explain the proposals set out below which will
be considered as special business at the annual general meeting of the Company
to be held on Wednesday, June 4 1997. The Notice of Meeting referred to in this
letter is set out overleaf.
Your directors are proposing renewals of the Company's limited authority to
purchase its own shares and the directors' limited authority to issue shares.
AUTHORITY TO DISAPPLY PRE-EMPTIVE RIGHTS (RESOLUTION 5)
Under the U.K. Companies Act 1985, the directors of the Company may only allot
unissued shares if authorised to do so by the Articles of Association or by the
shareholders in general meeting. Authority to issue all of the Company's
unissued share capital was granted at the 1996 annual general meeting for a
period of 5 years. The directors' authority to allot shares for cash other than
in proportion to shareholdings was also granted in 1996 and expires at this
annual general meeting.
Your directors are now seeking to renew, until the next annual general meeting,
their authority to allot shares for cash other than in proportion to
shareholdings. In the case of allotments other than for rights issues, the
authority is limited to shares representing 5% of the current issued ordinary
share capital, which amounts to a total of 767,094 shares.
RENEWAL OF AUTHORITY TO BUY OWN SHARES (RESOLUTION 6)
Your directors are seeking to renew, for a further year, the authority given to
them at the annual general meeting held on June 19 1996 to authorise market
purchases by the Company of a proportion of its ordinary shares, subject to the
limits referred to below. Last year's authority has not in fact been utilised.
The directors wish to renew the authority, which will apply to up to 1,534,189
ordinary shares, representing 10% of the issued ordinary share capital at April
30 1997. There is no intention at present to use the authority but the directors
consider it advantageous for the Company to be in a position to make such
purchases, if appropriate. Purchases will only be made where they are, in the
opinion of the directors, in the interests of the Company and where they should
result in an improvement in earnings per share for the remaining shareholders.
The price paid for shares would not be less than the nominal value of 10 pence
per share nor more than 5% above the average middle market quotation for an
ordinary share as derived from the London Stock Exchange Daily Official List for
the 10 business days preceding the day on which the shares are purchased.
ACTIONS TO BE TAKEN
A form of proxy for use at the annual general meeting is enclosed. Your
directors invite you to complete and return the form to the Company's Registrars
as soon as possible. Return of a form of proxy will not prevent you from
attending and voting in person at the meeting if you so wish.
Your directors are of the opinion that these proposals are in the best interests
of both the Company and its shareholders. Accordingly they recommend you to vote
in favour of the resolutions, as they intend to do in respect of their own
beneficial shareholdings.
Yours faithfully,
/s/ J. Michael Gullard
J. Michael Gullard
Chairman
Note:
In the period between January 31 1997 and April 30 1997:
(i) There were no changes in the interests of the directors in the ordinary
shares of the Company.
(ii) Paul Adams was granted an option under the Company's share option plan to
acquire 10,000 ordinary shares in the Company at GBP 10.59 per share.
(iii) The Company has received notification under Sections 198 to 208 of the
Companies Act 1985 of changes in interests of 3% or more in the issued
share capital of the Company. Revised holdings are as follows:
<TABLE>
<CAPTION>
February 14 1997 April 30 1997
---------------- -------------
<S> <C> <C>
The Prudential Corporation Group 1,493,099 1,574,099
Paul O'Grady 824,588 727,188
Brian Reynolds 775,000 500,000
</TABLE>
Micro Focus Group Plc, Registered office:
The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN, UK. Registered in
England No. 1709998.
<PAGE> 3
MICRO FOCUS GROUP PLC
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the fourteenth annual general meeting of Micro Focus
Group Plc ("the Company") will be held at The Lawn, 22-30 Old Bath Road,
Newbury, Berkshire, U.K. on Wednesday, June 4 1997 at 12.00 noon for the
following purposes:
ORDINARY BUSINESS
1. ADOPTION OF FINANCIAL STATEMENTS
To receive, consider and adopt the Directors' Report and audited financial
statements for the year ended January 31 1997.
2. RE-ELECTION OF DIRECTOR
To re-elect Paul Adams, who retires by rotation, as a director.
3. RE-ELECTION OF DIRECTOR
To re-elect J. Michael Gullard, who retires by rotation, as a director.
4. AUDITORS
To reappoint Ernst & Young as auditors and to authorise the directors to
determine the auditors' remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, pass resolutions 5 and 6, both of which will be
proposed as special resolutions.
5. RENEWAL OF AUTHORITY TO DISAPPLY PRE-EMPTIVE RIGHTS
That the directors be and are hereby empowered pursuant to section 95 of
the Companies Act 1985 to allot equity securities (within the meaning of
section 94(2) of the said Act) for cash pursuant to the authority conferred
on June 19 1996 as if sub-section 89 (1) of the said Act did not apply to
any such allotment, provided that this power shall be limited:
(a) to the allotment of equity securities in connection with a rights issue
in favour of ordinary shareholders where the equity securities for
which ordinary shareholders are respectively entitled to subscribe are
proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them, but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in
relation to fractional entitlements or any legal or practical problems
under the laws of any overseas territory or the requirements of any
regulatory body or stock exchange; and
(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above)
of equity securities up to an aggregate nominal value of GBP 76,709
(representing 5% of the issued share capital of the Company as at April
30 1997)
and, further, that this power shall expire on the date of the next annual
general meeting of the Company or, if earlier, 15 months after the date of
passing of this resolution, save that the Company may before such expiry
make an offer or agreement which would or might require equity securities
to be allotted after such expiry and the board may allot equity securities
in pursuance of such offer or agreement as if the power conferred hereby
had not expired.
6. RENEWAL OF AUTHORITY TO BUY OWN SHARES
That the Company is hereby generally and unconditionally authorised to make
market purchases (within the meaning of section 163(3) of the Companies Act
1985) of ordinary shares of 10 pence each in the share capital of the
Company, provided that:
(a)the maximum number of ordinary shares hereby authorised to be
purchased is 1,534,189 representing 10% of the issued share capital of
the Company as at April 30 1997;
(b)the minimum price which may be paid for an ordinary share is 10 pence
which amount shall be exclusive of expenses;
(c)the maximum price which may be paid for an ordinary share is, in
respect of an ordinary share contracted to be purchased on any day, an
amount (exclusive of expenses) equal to 105% of the average of the
middle market quotations for an ordinary share as derived from the
London Stock Exchange Daily Official List for the 10 business days
immediately preceding the date of purchase;
(d)the authority hereby conferred shall expire at the conclusion of the
next annual general meeting of the Company after the date of passing of
this resolution, unless such authority is renewed on or prior to such
date; and
(e)the Company may make a contract to purchase ordinary shares under the
authority hereby conferred prior to the expiry of such authority which
will or may be completed or executed wholly or partly after the expiry
of such authority and may make a purchase of ordinary shares in
pursuance of any such contract as if the authority hereby conferred had
not expired.
By Order of the Board
/s/ Loren E. Hillberg
Loren Hillberg
Secretary
Registered Office:
The Lawn, 22-30 Old Bath Road
Newbury, Berkshire
RG14 1QN, United Kingdom
May 8 1997
Notes:
1. A member entitled to attend and vote at the above Meeting is entitled to
appoint one or more proxies to attend and vote in his place. A proxy need
not also be a member of the Company. Members wishing to vote by proxy may
use the enclosed Form of Proxy.
2. To be valid, the Form of Proxy and any authority under which it is executed
or a notarially certified copy of such authority must be lodged at the
office of the Company's Registrar, Lloyds Bank Registrars, The Causeway,
Worthing, West Sussex BN99 6DB, not later than 12.00 noon on Monday June 2
1997.
3. The Company pursuant to Regulation 34 of the Uncertificated Securities
Regulations 1995, specifies that only those shareholders registered in the
register of members of the Company as at 6.00 pm on June 2 1997 shall be
entitled to attend or vote at the meeting in respect of the number of
shares registered in their name at that time. Changes to entries on the
relevant register of securities after 6.00 pm on June 2 1997 shall be
disregarded in determining the rights of any person to attend or vote at
the meeting.
4. The register of directors' interests and a memorandum of the principal
terms of their service contracts will be available for inspection during
normal business hours on any weekday (Saturdays and public holidays
excepted) at the registered office of the Company from May 8 1997 until the
date of the meeting, and at the meeting from fifteen minutes prior to its
commencement until its conclusion.
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MICRO FOCUS
For Office Use Only
-----------------------
Number of Shares
-----------------------
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Form of Proxy for Annual General Meeting of
Micro Focus Group Plc at The Lawn, 22-30 Old Bath Road,
Newbury, Berkshire at 12 Noon on June 4 1997
I/We _______________________________________________________________________
(Full name(s) in block capitals please)
____________________________________________________________________________
of ________________________________________________________________________
being a member/members of Micro Focus Group Plc hereby appoint the Chairman of
the Meeting or (See Note 2)
____________________________________________________________________________
as my/our proxy vote for me/us on my/our behalf at the annual general meeting of
the Company to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, on
Wednesday June 4 1997 and at any adjournment thereof.
Please indicate which way you wish your proxy to vote by inserting "X" in the
appropriate space provided
ORDINARY RESOLUTIONS FOR AGAINST
1. Receive Accounts [ ] [ ]
2. Re-elect Paul Adams [ ] [ ]
3. Re-elect J. Michael Gullard [ ] [ ]
4. Re-appoint the auditors and
authorise their remuneration [ ] [ ]
SPECIAL RESOLUTIONS FOR AGAINST
5. Renew authority to disapply
pre-emptive rights [ ] [ ]
6. Renew authority to buy
own shares [ ] [ ]
Unless otherwise instructed the proxy will at his/her discretion vote or abstain
from voting as he/she thinks fit on any matter properly presented to the
meeting.
Signature _______________________________________ Date ________________1997
Notes:
1. In the case of joint holdings only one holder need sign but the names of all
joint holders should be given. The vote of the first names in the register
of members who tenders a proxy, will be accepted to the exclusion of the
votes of other joint holders.
2. The words "the Chairman of the Meeting" may be struck out and the name(s)of
some other person(s) substituted; all alterations should be initialled.
3. This form must be signed by the appointer or his attorney duly authorised in
writing. A corporation must execute this form either under its Common Seal
or under the hand of an officer duly authorised in writing.
4. To be valid, this proxy, together with any authority under which it is
executed or a notarially certified copy of such authority, must be lodged
with the Company's Registrars at the address overleaf not less than 48 hours
before the time of the annual general meeting.
5. A member can appoint more than one person (who need not be a member) to act
as his/her proxy. Appointment of a proxy will not prevent a member from
attending and voting in person should he/she decide to do so.
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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: May 12, 1997 By: /s/ Loren E. Hillberg
--------------------------
Loren E. Hillberg
Vice President and General Counsel
