<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 11, 1999
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
February 1999 Schedule 11
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COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
Number of reports in announcement: 6
AVS No.:
All relevant boxes should be completed in block capital letters.
1. Name of company:
MICRO FOCUS GROUP PLC
2. Name of director:
MICHEL BERTY
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):
SAME AS 2. ABOVE
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:
GRANT OF SHARE OPTIONS
7. Number of shares/amount of stock acquired:
8. Percentage of issued class:
9. Number of shares/amount of stock disposed:
10. Percentage of issued class:
11. Class of security:
12. Price per share:
13. Date of transaction:
14. Date company informed:
15. Total holding following this notification:
16. Total percentage holding of issued class following this notification:
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If a director has been granted option by the company please complete the
following boxes.
17. Date of grant:
10 FEBRUARY 99
18. Period during which or date on which exercisable:
BETWEEN 10 FEBRUARY 99 AND 9 FEBRUARY 2005
19. Total amount paid (if any) for grant of the option:
NIL
20. Description of shares or debentures involved - class, number:
2P ORDINARY SHARES 10,000
21. Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise:
GBP 1.49
22. Total number of shares or debentures over which options held following this
notification:
60,415
23. Contact name for queries:
PHILLIP ROSIER
24. Name of contact and telephone number for queries:
(01635 565583)
25. Name and signature of authorised company official responsible for making
this notification:
/s/ PHILLIP ROSIER
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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> 4
February 1999 Schedule 11
- --------------------------------------------------------------------------------
COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
AVS No.:
All relevant boxes should be completed in block capital letters.
1. Name of company:
MICRO FOCUS GROUP PLC
2. Name of director:
KEVIN BURNS
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):
SAME AS 2. ABOVE
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:
GRANT OF SHARE OPTIONS
7. Number of shares/amount of stock acquired:
8. Percentage of issued class:
9. Number of shares/amount of stock disposed:
10. Percentage of issued class:
11. Class of security:
12. Price per share:
13. Date of transaction:
14. Date company informed:
15. Total holding following this notification:
50,000 (HELD AS 10,000 ADR's)
16. Total percentage holding of issued class following this notification:
0.03
<PAGE> 5
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If a director has been granted option by the company please complete the
following boxes.
17. Date of grant:
10 FEBRUARY 99
18. Period during which or date on which exercisable:
BETWEEN 10 FEBRUARY 99 AND 9 FEBRUARY 2005
19. Total amount paid (if any) for grant of the option:
NIL
20. Description of shares or debentures involved - class, number:
2P ORDINARY SHARES 10,000
21. Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise:
GBP 1.49
22. Total number of shares or debentures over which options held following this
notification:
556,565
23. Contact name for queries:
PHILLIP ROSIER
24. Name of contact and telephone number for queries:
(01635 565583)
25. Name and signature of authorised company official responsible for making
this notification:
/s/ PHILLIP ROSIER
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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> 6
February 1999 Schedule 11
- --------------------------------------------------------------------------------
COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
AVS No.:
All relevant boxes should be completed in block capital letters.
1. Name of company:
MICRO FOCUS GROUP PLC
2. Name of director:
J. MICHAEL GULLARD
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):
SAME AS 2. ABOVE
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:
GRANT OF SHARE OPTIONS
7. Number of shares/amount of stock acquired:
8. Percentage of issued class:
9. Number of shares/amount of stock disposed:
10. Percentage of issued class:
11. Class of security:
12. Price per share:
13. Date of transaction:
14. Date company informed:
15. Total holding following this notification:
57,500 (HELD AS 5,000 2P ORDINARY AND 10,500 ADR's)
16. Total percentage holding of issued class following this notification:
0.04
<PAGE> 7
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If a director has been granted option by the company please complete the
following boxes.
17. Date of grant:
10 FEBRUARY 99
18. Period during which or date on which exercisable:
BETWEEN 10 FEBRUARY 99 AND 9 FEBRUARY 2005
19. Total amount paid (if any) for grant of the option:
NIL
20. Description of shares or debentures involved - class, number:
2P ORDINARY SHARES 20,000
21. Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise:
GBP 1.49
22. Total number of shares or debentures over which options held following this
notification:
320,000
23. Contact name for queries:
PHILLIP ROSIER
24. Name of contact and telephone number for queries:
(01635 565583)
25. Name and signature of authorised company official responsible for making
this notification:
/s/ PHILLIP ROSIER
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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> 8
February 1999 Schedule 11
- --------------------------------------------------------------------------------
COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
AVS No.:
All relevant boxes should be completed in block capital letters.
1. Name of company:
MICRO FOCUS GROUP PLC
2. Name of director:
HAROLD HUGHES
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):
SAME AS 2. ABOVE
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:
GRANT OF SHARE OPTIONS
7. Number of shares/amount of stock acquired:
8. Percentage of issued class:
9. Number of shares/amount of stock disposed:
10. Percentage of issued class:
11. Class of security:
12. Price per share:
13. Date of transaction:
14. Date company informed:
15. Total holding following this notification:
100,000
16. Total percentage holding of issued class following this notification:
0.07
<PAGE> 9
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If a director has been granted option by the company please complete the
following boxes.
17. Date of grant:
10 FEBRUARY 99
18. Period during which or date on which exercisable:
BETWEEN 10 FEBRUARY 99 AND 9 FEBRUARY 2005
19. Total amount paid (if any) for grant of the option:
NIL
20. Description of shares or debentures involved - class, number:
2P ORDINARY SHARES 10,000
21. Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise:
GBP 1.49
22. Total number of shares or debentures over which options held following this
notification:
70,000
23. Contact name for queries:
PHILLIP ROSIER
24. Name of contact and telephone number for queries:
(01635 565583)
25. Name and signature of authorised company official responsible for making
this notification:
/s/ PHILLIP ROSIER
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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> 10
February 1999 Schedule 11
- --------------------------------------------------------------------------------
COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
AVS No.:
All relevant boxes should be completed in block capital letters.
1. Name of company:
MICRO FOCUS GROUP PLC
2. Name of director:
J. SIDNEY WEBB
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):
SAME AS 2. ABOVE
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:
GRANT OF SHARE OPTIONS
7. Number of shares/amount of stock acquired:
8. Percentage of issued class:
9. Number of shares/amount of stock disposed:
10. Percentage of issued class:
11. Class of security:
12. Price per share:
13. Date of transaction:
14. Date company informed:
15. Total holding following this notification:
5,500
16. Total percentage holding of issued class following this notification:
LESS THAN 0.01
<PAGE> 11
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If a director has been granted option by the company please complete the
following boxes.
17. Date of grant:
10 FEBRUARY 99
18. Period during which or date on which exercisable:
BETWEEN 10 FEBRUARY 99 AND 9 FEBRUARY 2005
19. Total amount paid (if any) for grant of the option:
NIL
20. Description of shares or debentures involved - class, number:
2P ORDINARY SHARES 10,000
21. Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise:
GBP 1.49
22. Total number of shares or debentures over which options held following this
notification:
63,500
23. Contact name for queries:
PHILLIP ROSIER
24. Name of contact and telephone number for queries:
(01635 565583)
25. Name and signature of authorised company official responsible for making
this notification:
/s/ PHILLIP ROSIER
- --------------------------------------------------------------------------------
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> 12
February 1999 Schedule 11
- --------------------------------------------------------------------------------
COMPANY ANNOUNCEMENTS OFFICE OF THE LONDON STOCK EXCHANGE
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
AVS No.:
All relevant boxes should be completed in block capital letters.
1. Name of company:
MICRO FOCUS GROUP PLC
2. Name of director:
MARTIN WATERS
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):
SAME AS 2. ABOVE
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:
GRANT OF SHARES OPTIONS
7. Number of shares/amount of stock acquired:
N/A
8. Percentage of issued class:
N/A
9. Number of shares/amount of stock disposed:
N/A
10. Percentage of issued class:
N/A
11. Class of security:
N/A
12. Price per share:
N/A
13. Date of transaction:
N/A
14. Date company informed:
N/A
15. Total holding following this notification:
16. Total percentage holding of issued class following this notification:
- --------------------------------------------------------------------------------
If a director has been granted option by the company please complete the
following boxes.
17. Date of grant:
10 FEBRUARY 99
18. Period during which or date on which exercisable:
BETWEEN 10 FEBRUARY 99 AND 9 FEBRUARY 2005
19. Total amount paid (if any) for grant of the option:
NIL
20. Description of shares or debentures involved - class, number:
2P ORDINARY SHARES 10,000
21. Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise:
GBP 1.49
22. Total number of shares or debentures over which options held following this
notification:
10,000 TOTAL
23. Contact name for queries:
PHILLIP ROSIER
24. Name of contact and telephone number for queries:
(01635 565583)
25. Name and signature of authorised company official responsible for making
this notification:
/s/ PHILLIP ROSIER
- --------------------------------------------------------------------------------
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> 13
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: February 11, 1999 By: /s/ Kenneth A. Sexton
---------------------------------------
Kenneth Sexton
Chief Financial Officer
