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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-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 24, 1999
MERANT plc
(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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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt about the action to be taken, you should consult your
stockbroker, bank manager, solicitor, accountant or other independent
professional adviser immediately.
If you have sold or transferred all your ordinary shares in MERANT plc,
please pass this document, together with the accompanying Form of Proxy to the
person through whom the sale or transfer was effected for transmission to the
purchaser or transferee.
[MERANT LOGO]
Dear Shareholder, August 20, 1999
ANNUAL GENERAL MEETING
The purpose of this letter is to explain the proposals set out below which
will be considered at the Annual General Meeting of the Company to be held at 1
pm on Thursday, September 16, 1999 at The Vineyard at Stockcross, Newbury,
Berkshire RG20 8JU U.K. The Notice of Meeting referred to in this letter is set
out at the end of this letter.
ORDINARY BUSINESS
The ordinary business of the Meeting is set out in resolutions 1 to 6. The
Directors' Report and audited financial statements are being posted to members
with this letter. Biographies of the Directors being proposed for re-election
are set out on page 4 of the Directors' Report. Ernst & Young have advised that
they are willing to continue in office as auditors for a further year.
SPECIAL BUSINESS
The special business of the Meeting is set out in resolutions 7 to 12. As
special business your directors are proposing the appointment of Barry X. Lynn
as a director, amendments to the Company's 1998 Share Option Plan, the adoption
of the Company's 1999 Employee Share Purchase Plan, renewals of the directors'
limited authority to issue shares, the Company's limited authority to purchase
its own shares and the amendment of the Company's Articles of Association.
Mr. Lynn is 48 and a U.S. citizen. He recently founded an information
technology consulting company, Be eXcel Inc., focused on providing
internet-based software products and services. From 1983 to 1999, Mr. Lynn spent
more than half of his 28-year career with Wells Fargo & Company, a large
financial services provider. Mr. Lynn held several senior management positions
at Wells Fargo, including President of Wells Fargo Technology Services; Chief
Information Officer; and President of Wells Fargo Securities.
AMENDMENTS TO THE COMPANY'S 1998 SHARE OPTION PLAN (RESOLUTION 8)
In the United States most high-technology companies, like the Company grant
options to non-executive directors and your directors have found it persistently
difficult to attract suitable non-executive directors without being able to
offer them options over shares in the Company. The Company's 1998 Share Option
Plan ("the 1998 Plan") enables options to be granted to non-executive directors,
but your directors wish to seek your approval for automatic option grants to
non-executive directors. To avoid conflict of interest and to follow U.S.
practice, options for non-executive directors will be non-discretionary and the
options granted shall be in respect of 20,000 shares for the Chairman and 10,000
shares for each other non-executive director annually. Such options will be
exercisable immediately. The directors would no longer retain authority to
provide for discretionary grants to non-executives in addition to the annual
automatic grants.
MERANT plc, Registered office The Lawn, 22-30 Old Bath Road, Newbury, Berkshire
RG14 1QN, U.K. Registered in England No. 1709998
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Annual grants would be made on the business day after the Annual General
Meeting each year, or if this does not fall within 42 days after announcement of
results then as soon as practicable during that period. Should a non-executive
director be newly appointed within the 90 days following the Annual General
Meeting, the annual grant will be made on the date of appointment, or if this
does not fall within 42 days after announcement of results then as soon as
practicable during that period. Apart from this limitation, all the other rules
and restrictions under the 1998 Plan as currently drawn would apply to the
participating non-executive directors. In particular no additional shares will
be made available for the 1998 Plan.
ADOPTION OF THE COMPANY'S 1999 EMPLOYEE SHARE PURCHASE PLAN (RESOLUTION 9)
The Board strongly believes the adoption of an Employee Share Purchase Plan
("the Plan") encourages employees to become shareholders and helps align
employees' interests with those of the shareholders. The Board also believes it
must offer competitive benefits to attract and retain key employees. A large
percentage of the employees in the Company are based in the U.S. and your
directors recognise the need to maintain share incentives in a form which are
normal and tax efficient in the U.S. As a result your directors wish to adopt an
Employee Share Purchase Plan designed to qualify as an employee stock purchase
plan under Section 423 of the U.S. Internal Revenue Code of 1986. This Plan
would be intended for all employees. Although this Plan would be tax efficient
in the U.S. and many other areas where the Company operates, changes in recent
years in the U.K. may make this Plan less attractive to U.K. employees.
Shares will not be issued for use with this Plan but shares will be
acquired normally through the Company's Employee Benefit Trust.
A summary of the principal terms of the Plan is set out in Appendix I.
AUTHORITY TO DISAPPLY PRE-EMPTIVE RIGHTS (RESOLUTION 10)
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 the Company's
unissued share capital was granted at the Extraordinary General Meeting held on
September 23, 1998 for a period of 5 years. The directors' authority to allot
shares for cash other than in proportion to shareholdings was also granted at
the Extraordinary General Meeting on September 23, 1998 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 or similar
issues, the authority is limited to shares representing 5% of the issued
ordinary share capital at August 1, 1999 which amounts to a total of 7,204,399
shares. This authority is not required under the U.K. Companies Act 1985 for
grants of options over shares pursuant to an employees' share scheme, as defined
in such Act.
AUTHORITY TO BUY OWN SHARES (RESOLUTION 11)
Your directors are seeking authority to make market purchases by the
Company of a proportion of its ordinary shares, subject to the limits referred
to below. The directors wish to take the authority, which will apply to up to
14,408,798 ordinary shares, representing 10% of the issued ordinary share
capital at August 1, 1999. 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.
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The price paid for shares would not be less than the nominal value of 2
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.
AMENDMENTS TO ARTICLES OF ASSOCIATION (RESOLUTION 12)
Your directors wish to make certain amendments to the Company's Articles of
Association, adopted in 1996, to reflect changes in best practice. A summary of
the amendments is set out in Appendix II.
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
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APPENDIX I
SUMMARY OF THE PRINCIPAL TERMS OF THE PROPOSED MERANT PLC 1999 EMPLOYEE SHARE
PURCHASE PLAN
INTRODUCTION
The MERANT plc 1999 Employee Share Purchase Plan ("the 1999 Plan" or "the
Plan") is intended to qualify as an employee stock purchase plan under Section
423 of the U.S. Internal Revenue Code of 1986. An aggregate of up to 1,000,000
shares will be made available under the 1999 Plan. The shares available under
the 1999 Plan shall be increased annually, beginning January 1, 2001, by an
amount equal to 1% of the outstanding shares on the last day of the immediately
preceding calendar year. Shares will not be issued for use with the 1999 Plan,
but will be acquired normally through the Company's Employee Benefit Trust.
Pursuant to the 1999 Plan, participants will be granted an option to acquire
shares at a discount on the last day of recurring six month offering periods
during which the employee makes salary deductions between 2% and 10% of their
base salary and commissions.
ELIGIBILITY
Any employee of the Company or its subsidiaries shall be eligible to
participate in the Plan except:
(1) those not so employed on the 1st of the month immediately before any
Offering Period; or
(2) those employed for less than 30 hours per week; or
(3) those customarily employed for less than five months each year; or
(4) those who hold shares or options over shares giving them 5% or more of
the voting power or value of all shares in the Company or any of its
subsidiaries.
METHOD OF PARTICIPATION
An eligible employee may participate by completing and delivering an
enrolment form on which the employee elects to allow deductions from his or her
salary for the purpose of purchasing shares under the 1999 Plan. Only employees
may purchase shares under the 1999 Plan and withdrawal occurs automatically on
termination of employment for any reason. An employee may elect to withdraw by
serving timely notice before the end of an Offering Period.
OFFERING PERIODS
The Offering Periods shall be of six months' duration.
SHARES
The 1999 Plan will not involve subscription for shares but instead will
make use of shares already in issue. Normally these shares will be provided
using the Company's Employee Benefit Trust established in 1994 which will be
funded for the purpose by the Company.
LEVEL OF PARTICIPATION
Participants shall save (by deductions from salary retained by the Company
without payment of interest) between 2% and 10% of their annual salary during
the Offering Period (not exceeding statutory requirements in the U.S. Internal
Revenue Code). The total sums deducted are used to acquire such number of shares
as may be purchased with these sums deducted where the price per share is the
lesser of 85% of the closing price of a share in the Company (a) for the dealing
day preceding the start of the Offering Period or (b) the dealing day preceding
the end of the Offering Period, whichever is the lower. In accordance with the
U.S. Internal Revenue Code, all employees shall have the same rights and
privileges.
CAPITAL CHANGES
Adjustments will be made for any increase or decrease in the number of
shares resulting from a consolidation or sub-division of shares or from a bonus
or other capitalisation issue or any other increase or decrease in the number of
Ordinary Shares without consideration.
AMENDMENTS
The Board shall have the power to make amendments to the 1999 Plan provided
that no amendment shall be made without the approval of the Company in general
meeting except for minor amendments to benefit the administration of the Plan,
alterations desirable or necessary to comply with the laws and regulations in
the U.K. or the U.S., to obtain or maintain approval of the Plan from any
government or any other regulatory or advisory body (without affecting the basic
principles of the Plan), or for alterations to ensure and maintain treatment as
an employee stock purchase plan under the U.S. Internal Revenue Code.
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APPENDIX II
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article 34 - The discretion of the Directors to refuse to register the
transfer of a share which is not fully paid or of a share on which the Company
has a lien may not, where the shares are admitted to the Official List, be
exercised so as to prevent dealings in the shares of that class from taking
place on an open and proper basis. At present the Directors' discretion is
absolute.
Article 92 - Directors shall offer themselves for re-election at least
every three years. At present one-third of the Directors are required to offer
themselves for re-election each year which does not necessarily mean offering
themselves for re-election every 3 years.
Article 99.2 - A director who has attained the age of 70 years shall be
obliged to seek re-election at each annual general meeting. There is no such
requirement at present.
Article 101(g) - A director shall be obliged to vacate office if
three-quarters of his co-directors so require by notice in writing served upon
him. At present all co-directors need to agree.
Article 120 - The power of the company in general meeting to suspend or
relax the prohibition in the Articles on a director voting on a matter in which
he is interested is to be deleted.
Article 148 - The indemnity that may be given by the Company is to be
limited to directors or other officers and the power to purchase and maintain
directors' and officers' insurance is to be modified to limit it to past and
present directors, officers or managers of the Company or any other group
company. At present the indemnity and insurance can include auditors.
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MERANT PLC
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the sixteenth Annual General Meeting of MERANT plc
("the Company") will be held at The Vineyard at Stockcross, Newbury, Berkshire
RG20 8JU U.K. on Thursday, September 16, 1999 at 1 p.m 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 period ended April 30, 1999.
2. RE-ELECTION OF DIRECTOR
To re-elect J Michael Gullard, who retires by rotation and is eligible for
re-appointment, as a director.
3. RE-APPOINTMENT OF DIRECTOR
To re-appoint Michel Berty as a director.
4. RE-APPOINTMENT OF DIRECTOR
To re-appoint Kevin J Burns as a director.
5. RE-APPOINTMENT OF DIRECTOR
To re-appoint Gary Greenfield as a director.
6. AUDITORS
To re-appoint Ernst & Young as auditors to hold office until the conclusion
of the next Annual General Meeting at which accounts are laid before the
Company and to authorise the directors to determine their remuneration.
SPECIAL BUSINESS
7. APPOINTMENT OF DIRECTOR
To appoint Barry X Lynn as a director.
To consider and, if thought fit, pass resolutions 8 to 12, of which resolutions
8 and 9 will be proposed as ordinary resolutions and resolutions 10 to 12 will
be proposed as special resolutions.
8. AMENDMENT OF 1998 SHARE OPTION PLAN
That the amendments to the MERANT 1998 Share Option Plan (formerly the
Micro Focus 1998 Share Option Plan) as set out in the printed document marked
"A" produced to the Meeting and signed by the Chairman of the Meeting for the
purpose of identification only, such amendments being described in a letter from
the Company to its shareholders dated August 20, 1999 be and are hereby approved
and the directors be and they are hereby authorised to amend such Plan
accordingly and the directors be and they are hereby authorised to vote as
directors in relation to any such amendment and to be counted in the quorum at
any relevant board meeting notwithstanding they may be interested in the same.
9. ADOPTION OF EMPLOYEE SHARE PURCHASE PLAN
That the MERANT plc 1999 Employee Share Purchase Plan as set out in the
printed document marked "B" produced to the Meeting and signed by the
Chairman of the Meeting for the purpose of identification only, the
principal terms of such Plan being summarised in Appendix I to a letter
from the Company to its shareholders dated August 20, 1999 be and is hereby
adopted.
10. RENEWAL OF AUTHORITY TO DISAPPLY PRE-EMPTIVE RIGHTS
That the directors be and are hereby empowered pursuant to section 95 of
the U.K. Companies Act 1985 ("the Act") to allot equity securities (within
the meaning of section 94(2) of the Act) for cash pursuant to the authority
conferred on September 23, 1998 as if sub-section 89(1) of the 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 or other issue of shares 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
144,087.98 (representing 5% of the issued share capital of the Company
as at August 1 1999) 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.
11. AUTHORITY TO BUY OWN SHARES
That in accordance with Section 166 of the Act, the Company is hereby
generally and unconditionally authorised to make market purchases (within
the meaning of section 163(3) of the Act) of ordinary shares of 2 pence
each in the share capital of the Company, provided that:
(a) the maximum number of ordinary shares hereby authorised to be
purchased is 14,408,798 (representing 10% of the issued share capital
of the Company as at August 1, 1999);
(b) the minimum price which may be paid for an ordinary share is 2 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 on whichever is the
earlier of the conclusion of the next Annual General Meeting of the
Company after the date of passing of this resolution or, 18 months
after the date of passing 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 pursuant
to any such contract as if the authority hereby conferred had not
expired.
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12. AMENDMENTS TO ARTICLES OF ASSOCIATION
That the Articles of Association of the Company be amended as set out in
the printed document marked "C" produced to the Meeting and signed by the
Chairman of the Meeting for the purpose of identification, such amendments
being described in Appendix II to a letter from the Company to its
shareholders dated August 20, 1999.
By Order of the Board
/s/ Ken Sexton
Ken Sexton
Secretary
Registered Office:
The Lawn, 22-30 Old Bath Road
Newbury, Berkshire RG14 1QN U.K.
August 20, 1999
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 TSB Registrars, The Causeway,
Worthing, West Sussex BN99 6DB, not later than 1 p.m on September 15, 1999.
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 September 15, 1999
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 September 15, 1999 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 August 20, 1999
until the date of the meeting, and at the meeting from fifteen minutes
prior to its commencement until its conclusion.
5. A copy of the Articles of Association on which the detailed amendments are
marked, the Company's 1998 Plan on which the detailed amendments are marked
and the Company's 1999 Employee Share Purchase Plan can be inspected at the
registered office of the Company and at the offices of Memery Crystal, 31
Southampton Row, London WC1B 5HT during normal business hours on any
weekday (except Saturdays and public holidays) from the date of this notice
until the conclusion of the Annual General Meeting and at the place of the
Annual General Meeting for at least fifteen minutes prior to, and during
the Meeting.
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For Office Use Only
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Number of Shares
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MERANT Plc
FORM OF PROXY FOR ANNUAL GENERAL MEETING OF MERANT PLC
AT THE VINEYARD AT STOCKCROSS, STOCKCROSS, NEWBURY, BERKSHIRE RG20 8JU
AT 1.00 P.M. ON 16 SEPTEMBER 1999
I/We __________________________________________________________________________
(Full name(s) in block capitals please)
_______________________________________________________________________________
of ____________________________________________________________________________
being a member/members of Merant plc hereby appoint the Chairman of the Meeting
(SEE NOTE 2)
_______________________________________________________________________________
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting
of the Company to be held at The Vineyard At Stockcross, Stockcross, Newbury,
Berkshire RG20 8JU on 16 September 1999 and at any adjournment thereof.
Please indicate which way you wish your proxy to vote by inserting "X" in the
appropriate space provided.
-------------------------------------------------- ------ ----------
ORDINARY BUSINESS FOR AGAINST
-------------------------------------------------- ------ ----------
1. TO adopt the financial statements
-------------------------------------------------- ------ ----------
2. TO re-elect J Michael Gullard as a director
-------------------------------------------------- ------ ----------
3. TO re-appoint Michel Berty as a director
-------------------------------------------------- ------ ----------
4. TO re-appoint Kevin J Burns as a director
-------------------------------------------------- ------ ----------
5. TO re-appoint Gary Greenfield as a director
-------------------------------------------------- ------ ----------
6. TO re-appoint Ernst & Young as auditors
-------------------------------------------------- ------ ----------
- --------------------------------------------------- ------ ----------
SPECIAL BUSINESS FOR AGAINST
-------------------------------------------------- ------ ----------
7. TO appoint Barry X Lynn as a director
-------------------------------------------------- ------ ----------
8. TO approve amendments to the MERANT 1998 Share
Option Plan
-------------------------------------------------- ------ ----------
9. TO adopt the MERANT plc 1999 Employee Share
Purchase Plan
-------------------------------------------------- ------ ----------
10. TO renew disapplication of pre-emptive rights
-------------------------------------------------- ------ ----------
11. TO confer authority on the Company to purchase
its own shares
-------------------------------------------------- ------ ----------
12. TO approve amendments to the Company's
Articles of Association
-------------------------------------------------- ------ ----------
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 __________ 1999
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 named 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 form, duly completed together with 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 TSB Registrars,
The Causeway, Worthing, West Sussex BN99 3UH at the address overleaf no
later than 1 pm on 14 September 1999.
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 the meeting and voting in person.
- -------------------------------------------------------------------------------
_______________________
BUSINESS REPLY SERVICE
Licence No. BR 3006 1
LLOYDS TSB REGISTRARS
THE CAUSEWAY
WORTHING
WEST SUSSEX
BN99 3UH
<PAGE> 10
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.
MERANT plc
(Registrant)
Date: August 25, 1999 By: /s/ Kenneth A. Sexton
---------------------------------------
Kenneth A. Sexton
Chief Financial Officer
