Learmonth & Burchett Management Systems PLC/England · 10-K405/A · For 4/30/97

Filed On 8/28/97   ·   SEC File 33-97454   ·   Accession Number 899243-97-1743

Amendment to Annual Report -- [X] Reg. S-K Item 405   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Amendment to Annual Report -- [X] Reg. S-K Item       11     53K 
                          405                                                    

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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

FORM 10-K/A 

(Mark One)                                                          

     [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934                                  

For the fiscal year ended April 30, 1997              

                                    or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
SECURITIES EXCHANGE ACT OF 1934                       

Commission file number: 0-27218 

Learmonth & Burchett Management Systems Plc 
(Exact name of registrant as specified in its charter)  

England                                             None    
(Stated or other jurisdiction of incorporation          (I.R.S. Employer        
      or organization)                             Identification No.)

1800 West Loop South, 9th Floor 
Houston, Texas  
77027-3210  
(Address of principal executive offices)  
(Zip Code)  

(Registrant's telephone number, including area code)  
(713) 625-9300  

Securities registered pursuant to Section 12(b) of the Act:  None 

Securities registered pursuant to Section 12(g) of the Act: 
American Depository Shares, each  
representing two (2) Ordinary Shares  

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was     
required to file such reports), and (2) been subject to such filing requirements
for the past 90 days. Yes  X  No                                                
---    ---                  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]                                                                   

While it is difficult to determine the number of shares owned by non-affiliates,
the registrant estimates that the aggregate market value of the outstanding     
Ordinary Shares on June 30, 1997, (based upon the average bid and ask prices of 
the Company's ADSs on the NASDAQ National Market on June 30, 1997), held by non-
affiliates was approximately $39,900,000.  For this computation, the registrant 
has excluded the market value of all shares of its Common Stock reported as     
beneficially owned by officers, directors and certain significant stockholders  
of the registrant.  Such exclusion shall not be deemed to constitute an         
admission that any such stockholder is an affiliate of the registrant.          

As of June 30, 1997, 25,933,622 Ordinary Shares of the Registrant's Common      
Stock, 10 pence par value, were issued and outstanding.                         

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LEARMONTH & BURCHETT MANAGEMENT SYSTEMS PLC 
FORM 10-K/A ANNUAL REPORT 
TABLE OF CONTENTS 

                                                                            PAGE
                                                                            ----

PART III  

Item 10.  Directors and Executive Officers of the Registrant (AMENDED)         3

Item 11.  Executive Compensation (AMENDED)                                     4

Item 12.  Security Ownership of certain Beneficial Owners and                   
           Management (AMENDED)                                                9

Item 13.  Certain Relationships and Related Transactions (AMENDED)            10

SIGNATURE                                                                     11

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PART III  

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    

The information concerning the Company's executive officers required by this    
Item is included in the section entitled "Employees" in Item I of the Company's 
Form 10-K.                                                                      

DIRECTORS 

Set forth below is certain information concerning the directors as of   
April 30, 1997:                                                         

Name                             Age         Year Elected               
----                             ---         ------------               

Gerald N. Christopher             56             1996                   
Michael S. Bennett                45             1996                   
Rainer H. Burchett                58             1977                   
G. Felda Hardymon                 49             1994                   
Roger A. Learmonth                52             1977                   

   GERALD N. CHRISTOPHER - Mr. Christopher has served as Chairman and Director
of Learmonth & Burchett Management Systems Plc since August 2, 1996.  He        
previously held the positions of President and Chief Executive Officer of       
certain high technology organizations, including Amber Wave Systems, Inc.,      
Extension Technology, Inc., and Channel Computing, Inc.  Additionally, he was   
the Chief Financial Officer of another high technology organization, Bachman    
Information Systems, Inc.  Mr. Christopher and the Company are parties to an    
Agreement dated August 2, 1996 pursuant to which Mr. Christopher serves as      
Chairman of the Board of the Company.                                           

MICHAEL S. BENNETT - Mr. Bennett has served as the President, Chief     
Executive Officer and Director since August 2, 1996.  Mr. Bennett served as the 
President and Chief Executive Officer of Summagraphics, a high technology       
organization, until the time of its acquisition by Lockheed Martin's CalComp    
subsidiary.  Prior to Summagraphics, Mr. Bennett served as Senior Executive with
Dell Computer, a manufacturer and distributor of computer equipment, and Chief  
Executive Officer of several high technology organizations.  He also has spent  
over 12 years in various capacities with Digital Equipment Corporation, a       
manufacturer and distributor of computer equipment, in both domestic and        
international positions.  Mr. Bennett and the Company are parties to Agreements 
dated August 2, 1996 and July 1, 1997 pursuant to which Mr. Bennett serves as a 
President, Chief Executive Officer and Director of the Company.                 

 RAINER H. BURCHETT - Mr. Burchett has served as a Director of the Company
since 1977 and as its Chairman until his resignation as such on August 2, 1996. 
Mr. Burchett co-founded the Company in 1977.  Prior to founding the Company, he 
was employed by BIS Applied Systems, a consulting company.                      

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  G. FELDA HARDYMON - Mr. Hardymon has served as a Director since 1994.  Mr.
Hardymon has served as a General Partner of Bessemer Venture Partners, a group  
of venture capital funds, since 1981.  Prior to joining Bessemer, Mr. Hardymon  
was Vice President of Business Development Services, Inc., the venture capital  
subsidiary of General Electric Company.  He serves on the board of Video Server,
Inc., a supplier of networking equipment and associated software for multimedia 
conferences.                                                                    

ROGER A. LEARMONTH - Mr. Learmonth has served as a Director since co-   
founding the Company in 1977.  Mr. Learmonth served as the Company's Chief      
Executive Officer until October 1994.  Prior to founding the Company, Mr.       
Learmonth was employed by BIS Applied Systems, a consulting company.            

ITEM 11.  EXECUTIVE COMPENSATION                                                

The following table sets forth all compensation awarded to, earned by or
paid for services rendered to the Company in all capacities during fiscal 1997, 
fiscal 1996 and fiscal 1995 by (i) the Company's Chief Executive Officer(s) and 
(ii) each of the four most highly paid executive officers who received          
compensation in excess of $100,000 for the fiscal year 1997 (together, the      
"Named Executive Officers").                                                    

SUMMARY COMPENSATION TABLE  

                                       Long-Term
                                        Compensation
                                        ------------
                                       Awards of
                    Annual Compensation Securities
                               ------------------- Underlying  All Other
Name and Principal Position Year(5) Salary  Bonus($)    Options  Compensation(4)
--------------------------- ------- ------  --------    -------  ---------------

Michael S. Bennett (1)       1997  $147,050  $ 53,066    400,000   $ 1,258      
Chief Executive Officer    1996       N/A       N/A        N/A       N/A    
And President              1995       N/A       N/A        N/A       N/A    

John P. Bantleman (2)        1997  $174,474  $      0        N/A   $ 3,498      
Chief Executive Officer    1996  $189,272  $ 55,000    100,000   $ 1,133    
                       1995  $151,073  $100,000    564,000   $ 2,719

Stephen E. Odom (3)          1997  $150,000  $ 50,000    150,000   $ 4,244      
Chief Financial Officer    1996  $150,000  $ 50,000    100,000   $     0    
And Secretary              1995       N/A       N/A    200,000       N/A    

Peter Combe                  1997  $158,000  $ 50,000    150,000   $ 2,544      
Senior Vice President      1996  $153,412  $ 73,770    100,000   $ 1,547    
                       1995  $121,183  $104,423    199,000   $ 1,414

Rick Pleczko                 1997  $141,616  $ 40,000    150,000   $ 3,639      
Senior Vice President      1996  $137,100  $ 77,540    100,000   $ 2,070    
                       1995  $107,831  $ 59,873    143,000   $ 1,863

(1) Michael S. Bennett joined the Company in August 1996.  For fiscal 1997 Mr.  
   Bennett's annual salary would have been $200,000 and Mr. Bennett would have
been entitled to bonus compensation of up to $100,000.                  

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(2) John P. Bantleman resigned as President and Chief Executive Officer and as  
a Director of the Company in August 1996.                               

(3) Stephen E. Odom joined the Company in April 1995, just prior to the fiscal  
year end.  For fiscal 1995 Mr. Odom's annual salary would have been     
  $150,000 and Mr. Odom would have been entitled to bonus compensation of up
to $50,000.                                                             

(4) Represents Company contributions to the Company's 401(k) Plan, a defined    
contribution plan available to U.S. employees only, car allowance, and  
 excess insurance premiums paid by the Company.  Other compensation in the
form of perquisites and other personal benefits has been omitted as the 
aggregate amount of such perquisites and other personal benefits        
constituted the lesser of $50,000 or 10% of the total annual salary and 
bonus of the Named Executive Officer for such year.                     

(5) The periods covered by this table are the fiscal years ended in April 1997, 
1996 and 1995.                                                          

SHARE OPTION INFORMATION                                                        

The following table sets forth certain information regarding the option 
grants made pursuant to the Company's 1996 Equity Incentive Plan (the "Share    
Option Plan") during fiscal 1997 to each of the Named Executive Officers.       

OPTION GRANTS IN LAST FISCAL YEAR 

                                                        · Enlarge/Download Table


                                                                                 POTENTIAL REALIZABLE    
                            NUMBER OF                                              VALUE AT ASSUMED      
                        ORDINARY SHARES   PERCENT     EXERCISE                      ANNUAL RATES OF      
                           UNDERLYING     OF TOTAL     PRICE                          STOCK PRICE        
                            OPTIONS       OPTIONS      IN U.S.      EXPIRATION      APPRECIATION FOR     
NAME                     GRANTED(#)(3)   GRANTED($)  DOLLARS($/SH)     DATE          OPTION TERM (4)     
----                     -------------   ----------  ------------      ----          ---------------     
                                                                                 5%($)            10%($) 
                                                                                -------------------------
                                                                                                         
Michael S. Bennett (1)     400,000         16.0%        1.185          8/1/06   $298,096         $755,434

John P. Bantleman (2)        N/A              0%         N/A            N/A          N/A             N/A 

Stephen Odom               150,000          6.0%        1.185          8/1/06   $111,786         $283,288

Peter Combe                150,000          6.0%        1.185          8/1/06   $111,786         $283,288

Rick Pleczko               150,000          6.0%        1.185          8/1/06   $111,786         $283,288


__________________                                                              
(1) Michael S. Bennett joined the Company as its President, Chief Executive     
Officer and as a Director on August 2, 1996.  Pursuant to his employment
   arrangement with the Board of Directors, the Remuneration Committee granted
Mr. Bennett an option to purchase 400,000 Ordinary Shares at an exercise
price of $1.185 per share.                                              

(2) John P. Bantleman resigned as President and Chief Executive Officer and as  
a Director of the Company in August 1996.  Upon Mr. Bantleman's         
  resignation, 520,500 unvested options previously granted to him expired as
    of such date and 209,750 vested stock options remained exercisable until May
   31, 1997 but were held as collateral against past advances from Learmonth &
 Burchett Management Systems, Inc. to Mr. Bantleman.  On or before May 31,
1997, Mr. Bantleman exercised his vested options and repaid such past   
advances in full.                                                       

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(3) The 1996 Equity Incentive Options granted to the Executive Officers in      
   August 1996 vest over an eighteen-month period, with six-eighteenths of the
shares vesting February 2, 1997 and an additional one-eighteenth vesting
per month over the remaining twelve months thereafter.                  

(4) Amounts represent hypothetical gains that could be achieved for the         
  respective options at the end of the ten-year option term.  The assumed 5%
   and 10% rates of share appreciation are mandated by rules of the Securities
  and Exchange Commission and do not represent the Company's estimate of the
future market price of the Ordinary Shares.                             

OPTION EXERCISES AND YEAR-END INTERESTS                                         

The following table sets forth for each of the Named Executive Officers 
certain information concerning the value of unexercised options at the end of   
fiscal 1997 (including options granted in fiscal 1997) and the value of options 
exercised in fiscal 1997.                                                       

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR  
AND FISCAL YEAR-END OPTION VALUES 

                                                        · Enlarge/Download Table

                                                          NUMBER OF ORDINARY                                 
                                                          SHARES UNDERLYING       NET VALUES OF UNEXERCISED  
                       ORDINARY SHARES                    UNEXERCISED OPTIONS      IN-THE-MONEY OPTIONS (2)  
                          ACQUIRED        VALUE           -------------------      ------------------------  
                       ON EXERCISE(#)   REALIZED($)  EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
                       ---------------  ----------   -----------   -------------  -----------   -------------
                                                                                                             
Michael S. Bennett          N/A            N/A         177,777       222,223       $155,999      $195,001    

John P. Bantleman (1)       N/A            N/A         209,750         N/A         $165,917         N/A      

Stephen Odom                N/A            N/A         163,666       286,333        $58,499      $ 73,126    

Peter Combe                 N/A            N/A         127,766       338,734        $68,546      $149,148    

Rick Pleczko                N/A            N/A         101,666       256,834        $67,910      $139,251    


----------------                                                                

(1) John P. Bantleman resigned as President and Chief Executive Officer and as a
 Director of the Company in August 1996. Upon Mr. Bantleman's resignation,
  520,500 unvested options previously granted to him expired as of such date
    and 209,750 vested stock options remained exercisable until May 31, 1997 but
were held as collateral against past advances from Learmonth & Burchett 
Management Systems, Inc. to Mr. Bantleman.                              

(2) Based on the estimated fair value of the Company's Ordinary Shares at the   
    end of fiscal 1997 (as determined by the price per American Depositary Share
    of $4.125 on the NASDAQ Stock Exchange at April 30, 1997), less the exercise
price payable for such Ordinary Shares.                                 

COMPENSATION OF DIRECTORS                                                       

   In fiscal 1997, each of the Directors who was not an Executive Director was
entitled to compensation from the Company for serving on the Board of Directors 
equal to an annual fee of (Pounds)18,000.  Additionally, the Company reimburses 
each of these Directors for out-of-pocket expenses incurred in attending        
meetings of the Board of Directors.                                             

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EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS                                 

During the fiscal year ended April 30, 1997, Michael S. Bennett and the 
Company were parties to an agreement pursuant to which Mr. Bennett served as    
President and Chief Executive Officer of the Company and a member of the        
Company's Board of Directors.  The agreement had an effective date of August 2, 
1996 with no initial fixed term and no termination notification requirement as  
Mr. Bennett was an employee at will.  The initial salary payable under the      
agreement was $200,000 per year.  Pursuant to the agreement, the initial salary 
could be adjusted by the Board of Directors at an annual review.  In August     
1996, the Company issued to Mr. Bennett options to purchase 400,000 Ordinary    
Shares at an exercise price of $1.185.  The Options vest over an eighteen-month 
period, with six-eighteenths of the Ordinary Shares vesting on February 2, 1997 
and an additional one-eighteenth vesting each month thereafter for the remaining
twelve months.  Mr. Bennett was also entitled to a bonus of $100,000 if the     
Company exceeds certain performance targets and to participate in certain of the
Company's benefit plans.  In the event of a change of control of the Company,   
Mr. Bennett would have been entitled to a severance payment of $300,000 and all 
of his then unvested share options would have become immediately vested.        

Effective July 1, 1997, Mr. Bennett and the Company entered into a new  
agreement pursuant to which Mr. Bennett continues to serve as President and     
Chief Executive Officer of the Company and a member of the Company's Board of   
Directors.  Under the agreement there is no initial fixed term and no           
termination notification requirement as Mr. Bennett is an employee at will.  The
initial salary payable under the agreement is $200,000 per year.  Pursuant to   
the agreement, the initial salary may be adjusted by the Board of Directors at  
an annual review.  The Company has also issued to Mr. Bennett options to        
purchase an additional 400,000 Ordinary Shares at an exercise price of $1.50.   
Such Options vest over a three-year period with one-third of such Options       
vesting on the first anniversary of the Option Grant and one-thirty-sixth of    
the Options vesting each month thereafter for the remaining twenty-four months. 
Mr. Bennett is also entitled to a bonus of $175,000 under the Company's         
incentive bonus plan and to participate in certain of the Company's benefit     
plans.  Additionally, in the initial term of the agreement, Mr. Bennett is      
entitled to an additional bonus of $150,000 based on achievement of certain     
Company performance targets and other objectives.  In the event of a change of  
control of the Company, Mr. Bennett will be entitled to a severance payment     
equivalent to one-year's salary and benefits plus any earned but unpaid bonuses.
Additionally, all unvested options granted pursuant to the July 1, 1997         
agreement will become vested, either immediately or over a period of time, as   
determined by the terms of the agreement.                                       

  Gerald N. Christopher and the Company are parties to an agreement pursuant
to which Mr. Christopher serves as Chairman of the Board of Directors of the    
Company.  The agreement has an effective date of August 2, 1996 with no initial 
fixed term and no termination notification requirement as Mr. Christopher is an 
employee at will.  The initial salary payable under the agreement was $3,000 per
week, subject to adjustment effective January 1, 1997, when Mr. Christopher's   
yearly salary was set at a rate of $1,000 per week.  The Company has also issued
to Mr. Christopher options to purchase 250,000 Ordinary Shares at an exercise   
price of $1.185. The Options vest over an eighteen-month period, with six-      
eighteenths of the Ordinary Shares vesting on February 2, 1997 and an additional
one-eighteenth vesting each month thereafter for the                            

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remaining twelve months. Mr. Christopher is also entitled to reimbursement for  
the cost of an apartment and reasonable living expenses in the Houston area, as 
well as for reasonable travel expenses.                                         

  John P. Bantleman resigned as President and Chief Executive Officer and as
a Director of the Company on August 2, 1996.  Under the terms of a termination  
agreement with the Company, Mr. Bantleman received a lump sum of $106,000 (less 
payroll deductions and taxation withholding), representing six months salary    
continuation and an automobile allowance.  Health benefits were continued for   
six months.  Upon Mr. Bantleman's resignation, the Board voted to accelerate    
154,000 of his unvested options resulting in his holding 209,750 vested stock   
options exercisable through May 31, 1997.  Such options were held as collateral 
against Mr. Bantleman's outstanding advances of $90,000 from the Company.  The  
balance of his unvested options expired upon his resignation.  On or before May 
31, 1997, Mr. Bantleman exercised his options and repaid in full the outstanding
advance balance of $90,000.                                                     

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

Until August 2, 1996, Mr. Burchett was a member of the remuneration     
Committee of the Board of Directors.  While on such committee, the committee met
without his presence when determining Mr. Burchett's own remuneration.          

 On August 2, 1996, Mr. Christopher was appointed as a director and as a
member of the Remuneration Committee.  Pursuant to an agreement between Mr.     
Christopher and the Company, Mr. Christopher was paid approximately $73,000     
during fiscal year ended April 30, 1997.                                        

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

The following table and notes thereto set forth certain information with
respect to the beneficial ownership of the Ordinary Shares as of June 30, 1997  
by (i) each person who is known to the Company to beneficially own more than 5% 
of the outstanding Ordinary Shares of the Company; (ii) each Named Executive    
Officer and each director of the Company; (iii) each current executive officer  
and (iv) all officers and directors of the Company as a group.  Except as       
otherwise indicated, each of the shareholders named below has sole voting and   
investment power with respect to the Ordinary Shares beneficially owned:        

                                                   ORDINARY SHARES
                                                     BENEFICIALLY OWNED(1)
   OFFICERS, DIRECTORS AND 5% SHAREHOLDERS           NUMBER            PERCENT
   ---------------------------------------           -------------------------

   Rainer H. Burchett..............................  1,500,000(2)         5.6%
c/o Learmonth & Burchett                                            
Management Systems Plc                                              
10 Norwich Street                                                   
London EC4A 1BD England                                             
   Roger A. Learmonth..............................  1,049,749(3)         3.9%
c/o Learmonth & Burchett                                            
Management Systems Plc                                              
10 Norwich Street                                                   
London EC4 1BD England                                              
   S Squared Technology Corp.......................  2,146,854            8.0%
515 Madison Avenue                                                  
New York, NY 10022                                                  
   Bessemer Venture Partners III L.P...............  2,035,801(4)         7.6%
83 Walnut Street                                                    
Wellesley Hills, MA  02181                                          
   Pioneering Management Corp......................  1,417,500            5.3%
60 State Street                                                     
Boston, MA  02109                                                   
   Edgemont Asset Management Corp..................  1,335,000            5.0%
140 E. 45th Street                                                  
New York, NY  10017                                                 
   Gerald N. Christopher...........................    168,667(5)            *
   Michael S. Bennett..............................    273,389(6)            *
   Stephen E. Odom.................................    217,084(7)            *
   Peter Combe.....................................    172,550(8)            *
   Rick Pleczko....................................    159,338(9)            *
   Felda Hardymon..................................     65,262(10)           *

All current directors and executive officers                        
        as a group (11)............................  3,606,039           13.4%

________________                                                                

*    Less than one percent.                                                     

(1)  Applicable percentage of ownership as of June 30, 1997 is based upon       
   26,924,650 Ordinary Shares outstanding (including 991,028 Ordinary Shares
issuable within 60 days                                               

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 of June 30, 1997 upon the exercise of options beneficially owned by the
indicated shareholder on that date). Unless otherwise indicated, the  
persons named in the table have sole voting power and sole investment 
    control with respect to all Ordinary Shares beneficially owned. Beneficial
    ownership is determined in accordance with the rules of the Securities and
   Exchange Commission and includes voting and investment power with respect
to such Ordinary Shares.                                              
(2)  Includes 692,000 Ordinary Shares held by 9 trusts for which Mr. Burchett is
   a co-trustee.  Does not include 36,001 Ordinary Shares owned of record by
   LBMS Trustee Company Limited of which Mr. Burchett is a shareholder and a
   director.  Mr. Burchett disclaims beneficial ownership in all shares held
 by LBMS Trustee Company Limited, including shares to be acquired in the
future pursuant to subscription rights granted to LBMS Trustee Company
Limited.                                                              
(3)  Includes 600,000 Ordinary Shares held in a trust for which Mr. Learmonth   
serves as co-trustee.  Also includes 2,850 Ordinary Shares held by his
    daughter.  Does not include 36,001 Ordinary Shares owned of record by LBMS
Trustee Company Limited of which Mr. Learmonth is a director.  Mr.    
     Learmonth disclaims beneficial ownership in all shares held by LBMS Trustee
    Company Limited, including shares to be acquired in the future pursuant to
subscription rights granted to the LBMS Trustee Company Limited.      
(3)  Does not include 38,903 Ordinary Shares owned by BVP III Special Situations
     L.P. and 92,643 owned beneficially by certain present or former officers of
     Bessemer Securities Corporation, the sole owner of the sole limited partner
    of Bessemer Venture Partners III L.P. Under certain circumstances Bessemer
Venture Partners III L.P. may direct the voting of such shares.       
(4)  Includes 166,667 Ordinary Shares issuable upon exercise of the vested      
portion of a share option.                                            
(5)  Includes 266,667 Ordinary Shares issuable upon exercise of the vested      
portion of a share option.                                            
(6)  Includes 207,000 Ordinary Shares issuable upon exercise of the vested      
portion of a share option.                                            
(7)  Includes 168,550 Ordinary Shares issuable upon exercise of the vested      
portion of a share option.                                            
(8)  Includes 139,600 Ordinary Shares issuable upon exercise of the vested      
portion of a share option.                                            
(9)  Excludes 1,996,898 Ordinary Shares owned by Bessemer Venture Partners III  
  LP. Mr. Hardymon is a general partner of the general partner of Bessemer
Venture Partners III LP.                                              
(10) Includes 991,028 Ordinary Shares issuable upon exercise of the vested      
 portions of share options but excludes shares owned by Bessemer Venture
    Partners III LP, of which Mr. Hardymon is a general partner of the general
partner of Bessemer.                                                  

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

   See the discussion under the caption "Compensation Committee Interlocks and
Insider Participation" relating to Mr. Christopher.                             

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SIGNATURE 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange 
Act of 1934, the Registrant has duly caused this amended report to be signed on 
its behalf by the undersigned, thereunto duly authorized.                       

Date: August 28, 1997                                                           

                     LEARMONTH & BURCHETT MANAGEMENT SYSTEMS PLC

  By:  /s/ Stephen E. Odom
                            ----------------------------------------
                            Stephen E. Odom, Chief Financial Officer

11

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K405/A Filing		Date		First		Last			Other Filings
		8/2/96		3		8
		1/1/97		7
		2/2/97		6		7
For The Period Ended		4/30/97		1		8			10-K405
		5/31/97		5		8
		6/30/97		1		10
		7/1/97		3		7
Filed On / Filed As Of		8/28/97		11
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