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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 February 7, 2000
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 _____
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(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 _____
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(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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LONDON STOCK EXCHANGE ANNOUNCEMENT
MERANT Announces Third Quarter Estimates
www.merant.com - February 7, 2000 - MERANT (Nasdaq National Market (NNM): MRNT;
London Stock Exchange (LSE): MRN), today announced preliminary revenue and
earnings estimates for its third fiscal quarter ended January 31, 2000.
For the third quarter, revenues are estimated to be in the range of $87 million
to $89 million under U.S. generally accepted accounting principles (or "GAAP").
Net diluted earnings for the third quarter excluding goodwill charges are
estimated to be $0.08 to $0.12 per American Depositary Share (ADS). The above
earnings estimates are before a goodwill charge of $0.07 per ADS.
Under U.K. GAAP, revenues are estimated to be in the range of GBP 53.5 million
to GBP 55 million for the quarter ended January 31, 2000. Earnings per ordinary
share before amortization of goodwill are estimated to be in the range of 0.5 to
1.5 pence.
During the third quarter, expected transactions with a value of approximately $8
million, or GBP 5 million, were delayed. Although products had been delivered to
customers in the third quarter for these transactions, executed contracts were
not returned by the end of the quarter. Under MERANT's revenue recognition
policies, these transactions were not able to be included as revenue for the
third quarter. MERANT expects to complete many of the delayed transactions in
the fourth quarter. The extreme weather conditions in the later part of January
on the east coast of the United States contributed to some of the delays.
"A relatively high percentage of the company's operating expense is fixed over
the short-term," said Ken Sexton, MERANT's chief financial officer. "So a delay
in anticipated orders has an adverse effect on operating results and was the
major reason for our earnings estimates being below consensus estimates."
Commenting on MERANT's performance, president and chief executive officer, Gary
Greenfield, said "We remain positive about MERANT's future business prospects
and anticipate overall fourth quarter growth in our business, driven by our
non-Year 2000 solutions. We firmly believe our strategy of positioning MERANT as
a leading e-business solutions provider is the right one for our customers and
our shareholders."
MERANT has scheduled a conference call today at 9:00 am EST to discuss
preliminary estimates for third quarter. Those interested in participating in
today's conference call should reference MERANT's web site at
http://www.merant.com. The company plans to announce full financial results for
the third fiscal quarter on February 17, 2000.
About MERANT
Founded in 1976, MERANT is a leader in Enterprise Application Development,
providing the products, people and processes to accelerate the customer's
business through the application of innovative information technology. The
MERANT Egility (TM) framework empowers organizations to transform their
enterprise applications for the changing technology and business requirements of
the e-business environment, manage the application development process, and
provide integrated data connectivity across the enterprise, from the mainframe
to the Internet. A global organization with approximately $370 million in annual
revenues and nearly 2,000 employees, MERANT has approximately 500 technology
partners and more than 5 million licenses at over 35,000 customer sites -
including the entire Fortune 100 and the majority of the Global 500. For
additional information on MERANT and its solutions, visit the MERANT web site at
http://www.merant.com.
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Forward-Looking Statements
The following statement is made in accordance with the U.S. Private Securities
Litigation Reform Act of 1995: This announcement contains forward-looking
statements that include statements regarding expectations for MERANT's business
strategy, prospects and growth, as well as the completion of delayed
transactions in MERANT's fourth fiscal quarter. These forward-looking statements
involve a number of risks and uncertainties. Actual results could differ
materially from those anticipated by the forward-looking statements made herein.
The financial results indicated in this announcement are preliminary estimates
only. The final financial results that will be reported by MERANT for the third
fiscal quarter are subject to further review of the revenue recognized and
expenses incurred in the quarter for consistency with MERANT's accounting
policies and GAAP. These final financial results may not fall within the ranges
indicated above and could differ materially. Future results will be difficult to
predict as MERANT transforms its business strategy to provide e-business
solutions and away from certain of its past primary markets, including the
market for Year 2000 products and services. Factors that could cause actual
results to differ materially include, among others, the ability of MERANT to
effectively manage its costs against uncertain revenue expectations, the
potential for a decrease in net revenue which may be caused by delays in the
timing of sales and the delivery of products or services, the ability of MERANT
to develop, release, market and sell products and services to customers in the
highly dynamic market for enterprise application development and e-business
solutions, the potential need for enterprise application development solutions
and e-business solutions to shift based on changes in underlying technology
standards coming into use, the market acceptance of MERANT's e-business
solutions and e-business solutions generally, and the effect of competitors'
efforts to enter MERANT's markets. Further information on potential factors
which could affect MERANT's financial results is included in MERANT's Annual
Report on Form 20-F for the year ended April 30, 1999 and Quarterly Reports on
Form 6-K for the quarters ended July 31, 1999 and October 31, 1999, each as
submitted to the SEC and as may be updated and amended with future filings or
submissions. MERANT undertakes no obligation to release publicly any updates or
revisions to any forward-looking statements contained in this announcement that
may reflect events or circumstances occurring after the date of this
announcement.
Trademark Notice
MERANT and Egility are trademarks of MERANT. All other trademarks as they appear
in this announcement are the property of their respective owners.
/CONTACT: Ken Sexton, Chief Financial Officer, [email protected], or Larry
De'Ath, VP, Investor Relations, [email protected], both of MERANT,
301-838-5228; or Sylvia Dresner or Vicki Weiner, both of VMW Corporate &
Investor Relations for MERANT, 212-616-6161, or [email protected],; or Giles
Sanderson or Edward Bridges, or [email protected], both of Financial
Dynamics for MERANT, +44-171-831-3113/
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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.
MERANT plc
(Registrant)
Date: February 7, 2000 By: /s/ Kenneth A. Sexton
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Kenneth A. Sexton
Chief Financial Officer
