Intersolv Inc · 10-K405/A · For 4/30/98

Filed On 8/21/98   ·   SEC File 0-15188   ·   Accession Number 950133-98-3154

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   Form 10-K405/A for Intersolv                           9     51K 

Document Table of Contents

10-K405/A
1st Page of 9
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...


================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM 10-K/A 
AMENDMENT NO. 1 
------------------------

X          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)                      
---             OF THE SECURITIES EXCHANGE ACT OF 1934                          
FOR THE FISCAL YEAR ENDED APRIL 30, 1998  
OR          
---       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)                     
OF THE SECURITIES EXCHANGE ACT OF 1934          
FOR THE TRANSITION PERIOD FROM __________ TO __________.  

COMMISSION FILE NUMBER: 0-15188 
------------------------

INTERSOLV, INC. 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                · Download Table
                                                                 
            DELAWARE                               52-0990382    
(STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER 
 INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

9420 KEY WEST AVE.
ROCKVILLE, MARYLAND 20850 
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(301) 838-5000
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE) 
------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 
COMMON STOCK, $0.01 PAR VALUE 
(TITLE OF CLASS)

PREFERRED STOCK PURCHASE RIGHTS 
(TITLE OF CLASS)

 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) has 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]                                                                  

  The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the average of the high and low price of the Common  
Stock on June 15, 1998 as quoted by NASDAQ was $306,000,000.                    

     The number of shares outstanding of the registrant's Common Stock $0.01 par
value on June 15, 1998 was 22,666,732 shares.                                   

DOCUMENTS INCORPORATED BY REFERENCE 

None.                                                                 

================================================================================

10-K405/A
2nd Page of 9
TOC
1st
Previous
Next
Bottom
Just 2nd

EXPLANATORY NOTE TO AMENDMENT TO FORM 10-K

  Intersolv, Inc. (the "Company") filed its Annual Report on Form 10-K for
the fiscal year ended April 30, 1998 with the Securities and Exchange Commission
on July 9, 1998 (the "Report"). The Report, as permitted by General Instruction 
G(3) to Form 10-K, incorporated by reference to the Company's definitive proxy  
statement to be filed by August 28, 1998 the information required to be included
in Part III of the Report. On June 17, 1998, the Company entered into a merger  
agreement with Micro Focus Group Plc pursuant to which Micro Focus Group Plc    
will acquire the Company (the "Merger"). In view of the anticipated Merger, the 
Company currently does not contemplate holding an annual meeting of stockholders
prior to the completion of the Merger or filing a definitive proxy statement    
with respect to an annual meeting of stockholders. Accordingly, the Company is  
hereby amending the Report to provide the information previously contemplated to
be provided by incorporation by reference to a definitive proxy statement with  
respect to an annual meeting of stockholders.                                   

 1

10-K405/A
3rd Page of 9
TOC
1st
Previous
Next
Bottom
Just 3rd

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    

     The Company has a classified Board of Directors consisting of three Class A
directors, three Class B directors and three Class C directors, who will serve  
until the Annual Meetings of Stockholders to be held in 1999, 2000 and 1998,    
respectively, and until their respective successors are elected and qualified.  
At each Annual Meeting, directors are elected for a full term of three years to 
succeed those directors whose terms expire at the Annual Meeting date.          

The following information relates to the directors of the Company.    

CLASS C DIRECTORS WITH TERM EXPIRING IN 1998:                                   

    Mr. Thomas Faulders, III (Director since 1997), 48, is the Chairman of the
Board of Axiom, Inc. From April 1995 to March 1998, he was the Executive Vice   
President and Chief Financial Officer of BDM International, Inc. Prior to       
joining BDM, Mr. Faulders was Vice President and Chief Financial Officer of     
COMSAT Corporation from 1992 to 1995. From 1985 to 1992, Mr. Faulders was a     
senior executive with MCI Communications Corporation. Mr. Faulders is also on   
the boards of MLC Holding, Inc., Universal Systems and Technology, Inc. and the 
Ronald Reagan Institute of Emergency Medicine.                                  

    Mr. Robert N. Goldman (Director since 1986), 49, was elected President and
Chief Executive Officer of Object Design, Inc. in November, 1995. He has been a 
director of Object Design since August, 1995. Prior to joining Object Design,   
Mr. Goldman was Chairman of Trinzic Corporation from 1992 to 1995. Trinzic was  
formed by the merger of Aion Corporation and AICorp in 1992. From 1986 to 1992, 
Mr. Goldman served as President and Chief Executive Officer of AICorp. From 1983
to 1986, Mr. Goldman served as President and Chief Operating Officer of Cullinet
Software. Mr. Goldman is a member of the Board of Directors of Citrix Systems,  
Inc., Parametric Technology Corporation and Systemsoft Corporation.             

     Mr. Gary G. Greenfield (Director since 1992), 43, was elected President and
Chief Executive Officer in October 1996. Mr. Greenfield has served as President 
of the Company since 1995. From 1992 to 1996 he was also the Company's Chief    
Operating Officer. From 1989 to 1992 he was Executive Vice President, Product   
Operations. He served as Vice President, Marketing from 1987 to 1988, served as 
Senior Vice President, Product Services and Operations from 1988 to 1989 and    
briefly served as Chief Financial Officer in 1991. Mr. Greenfield is also a     
director of Hyperion Solutions, a manufacturer of financial application software
products.                                                                       

CLASS A DIRECTORS WITH TERMS EXPIRING IN 1999:                                  

   Mr. Kevin J. Burns (Director since 1986), 49, was elected Chairman of the
Board of the Company in 1990 and in October 1997 became non-employee Chairman.  
Mr. Burns is also Managing Principal of Lazard Technology Partners. From 1986 to
1996, Mr. Burns was Chief Executive Officer of the Company. From 1986 to 1995,  
Mr. Burns also served as President of the Company. From 1984 to 1986 he was     
Executive Vice President and Chief Operating Officer, and from 1982 to 1984, he 
was Executive Vice President of the Software Products Division of the Company.  
Mr. Burns is also a director of Object Design, FTP Software and several private 
information technology companies.                                               

     Mr. Richard A. Carpenter (Director since 1991), 55, served as Vice Chairman
of the Board from March to October 1991. In October 1991, he became President of
Carpenter Associates, a consulting firm. He served as Chief Executive Officer of
Index Technology Corporation from 1983 to 1991, and Chairman of the Board of    
Index from 1990 to 1991.                                                        

Mr. Frank A. Sola (Director since 1994), 53, has been Chief Executive 
Officer of Service Strategies, Inc. or its predecessor, Syndetics Corporation,  
Inc., since 1987. From 1996 to 1997, he was Chairman and Chief Executive Officer
of Net Collaborative, Inc., a consulting firm specializing in Internet          
integration services. Mr. Sola was a Vice President of Cullinet Software, Inc.  
in 1986. From 1976 to 1985, Mr. Sola served as President and Chief Operating    
Officer of Computer Partners, Inc.                                              

 2

10-K405/A
4th Page of 9
TOC
1st
Previous
Next
Bottom
Just 4th

CLASS B DIRECTORS WITH TERMS TO EXPIRE IN 2000:                                 

     Mr. Michel Berty (Director since 1997), 59, founded MBY Consultant, Inc. in
April 1997. From 1972 to 1997, Mr. Berty was an executive of the Cap Gemini     
Group and served as Chairman and Chief Executive Officer of Cap Gemini America  
from 1993 to 1997. Mr. Berty is also Chairman of the Board of ZMAX and on the   
boards of directors of Ascent Logic, Level 8, Mastech and Sapiens International.

   Mr. Russell E. Planitzer (Director since 1982), 53, is currently Managing
Principal of Lazard Technology Partners, a private investment fund. From 1989 to
January 1998, he was Chairman of Computervision Corporation. He was also Chief  
Executive Officer of Computervision Corporation from 1993 to 1996.              

 Mr. R. Craig Roos (Director since 1997), 52, is the former chairman and
Chief Executive Officer of LOCATE, which was sold to MobileMedia Communications 
in 1996. From 1983 to 1996, Mr. Roos served in the capacity of Chief Executive  
Officer, Chief Financial Officer and board member of LOCATE, as well as from    
1993 to 1995, as Chairman of MobileMedia Corporation and MobileMedia            
Communications, Inc.                                                            

   There is no family relationship between any of the directors or officers.
There are no arrangements between any director or officer and any other person  
pursuant to which he was selected as a director or officer.                     

The Board of Directors has a standing Audit Committee which held four 
meetings during the fiscal year ended April 30, 1998. During such time, the     
Audit Committee was composed of Messrs. Faulders and Roos. The principal        
functions of the Audit Committee are to make recommendations to the Board of    
Directors regarding the engagement of the Company's independent auditors, review
and approve any major accounting policy changes affecting the Company's         
operating results, review the arrangements for and scope of the independent     
audit and results of the audit and assure that the auditors are in fact         
independent.                                                                    

The Board of Directors has a standing Management Development and      
Compensation Committee, composed of Messrs. Planitzer and Berty, which held five
meetings during the fiscal year ended April 30, 1998. The principal function of 
the Management Development and Compensation Committee is to make recommendations
to the Board of Directors as to compensation arrangements, including the        
granting of stock options.                                                      

The Board of Directors does not have a nominating committee.          

  During the fiscal year ended April 30, 1998, the Board of Directors held
six meetings. All directors attended at least 75% of the meetings which occurred
while they served on the Board of Directors. All directors attended at least 75%
of the meetings of committees on which they served.                             

ITEM 11.  EXECUTIVE COMPENSATION                                                

DIRECTOR COMPENSATION                                                           

The Company pays each non-employee Board member an annual retainer of 
$15,000, plus $1,500 and out-of-pocket expenses for attendance at each Board    
meeting. Further, should any non-employee director be requested by the Company  
to perform consulting services on the Company's behalf, then such director shall
be entitled to receive a fee equal to $1,500 per day for such services.         

  Non-employee directors currently are granted an option to purchase 5,000
shares of Common Stock at fair market value as of the date of the first meeting 
of directors following each election or appointment of the director, and at each
subsequent first meeting of directors following each Annual Meeting of          
Stockholders during such director's term. Each such option shall vest           
immediately upon its being granted.                                             

   Additionally, each non-employee director shall be granted a non-statutory
stock option to purchase 15,000 shares of Common Stock (a) upon he or she       
initially being elected or appointed to the Board and (b) upon each occasion of 
he or she being elected to two additional consecutive full terms on the Board.  
Each such option shall vest in equal annual installments over three years. The  
exercise price for such options granted to directors shall be no less than the  
then fair market value.                                                         

 3

10-K405/A
5th Page of 9
TOC
1st
Previous
Next
Bottom
Just 5th

Directors who are officers or employees of the Company do not receive 
additional compensation for serving as a director or committee member.          
Currently, such directors are Mr. Greenfield and Mr. Burns.                     

COMPENSATION OF EXECUTIVE OFFICERS                                              

     The following table sets forth information with respect to the compensation
paid by the Company to each of the executive officers during the past three     
fiscal years, ended April 30.                                                   

SUMMARY COMPENSATION TABLE                                                      

                                                        · Enlarge/Download Table

                                                                                     LONG-TERM  
                                                                                    COMPENSATION
                                                           ANNUAL COMPENSATION         STOCK    
                                               FISCAL  ---------------------------    OPTIONS   
         NAME AND PRINCIPAL POSITION            YEAR   SALARY     BONUS     OTHER     AWARDED   
         ---------------------------           ------  -------   -------   -------  ------------
                                                         ($)       ($)       ($)        (#)     
                                                                                                
Gary G. Greenfield............................  1998   275,000   345,786    27,500    265,500   
  President and Chief Executive Officer         1997   275,000    68,612    27,500    200,000   
                                                1996   265,000    85,993              130,000   
Kevin J. Burns................................  1998   275,000    69,300    13,750         --   
  Chairman of the Board                         1997   275,000    68,612    27,500    100,000   
                                                1996   275,000    89,238              130,000   
Kenneth A. Sexton.............................  1998   175,000   149,448    17,500     75,000   
  Senior Vice President, Finance &              1997   175,000    31,188    17,500     23,000   
  Administration, Chief Financial Officer       1996   175,000    32,450               20,000   
Panos Anastassiadis...........................  1998   210,000   181,922               90,000   
  Senior Vice President & General Manager,      1997   200,000    38,350               33,000   
  Data Connectivity                             1996   166,000    86,362               80,000   
Gary M. Wright................................  1998   175,000   129,267               60,000   
  Senior Vice President & General Manager.....  1997   150,000   100,069               20,000   
  Enterprise Application Renewal                1996   104,875    33,825               25,000   

OPTION GRANTS IN LAST FISCAL YEAR                                               

   The following table sets forth the stock options granted to the Company's
executive officers during the fiscal year ended April 30, 1998.                 

                                                        · Enlarge/Download Table

                                                       INDIVIDUAL GRANTS                                
                                                  ---------------------------                           
                                       OPTIONS      % OF TOTAL                                          
                                      GRANTED ON  OPTIONS GRANTED   EXERCISE                GRANT DATE  
                                        COMMON    TO EMPLOYEES IN   PRICE PER  EXPIRATION     PRESENT   
                NAME                    STOCK       FISCAL 1998     SHARE(1)    DATE(6)     VALUE(4)(5) 
                ----                  ----------  ---------------   ---------  ----------  -------------
                                          #            (%)          ($/SHARE)                   ($)     
                                                                                                        
Gary G. Greenfield...................  265,500         24.85          10.25       (2)      $1,850,535(4)
Kevin J. Burns.......................        0             0                                            
Kenneth A. Sexton....................   75,000          7.02          10.25       (2)      $  522,750(4)
Panos Anastassiadis..................   90,000          8.42          10.25       (2)      $  627,300(4)
Gary M. Wright.......................   40,000          3.74          10.25       (2)      $  278,800(4)
                                        20,000          1.87          16.00       (3)      $  222,000(5)

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

(1) The exercise price is the market price on the date the options were granted.
(2) These grants consisted of a combination of both Incentive and Non-Qualified 
   stock options and were made on May 29, 1997. Incentive Stock Options expire
    ten years from their date of grant, while Non-Qualified Stock Options expire
ten years and one month from their date of grant.                       
(3) This grant was made on September 24, 1997 and expires ten years and one     
month from the date of grant.                                           
(4) Grants made on May 29, 1997:  Grant date present value is determined using a
   modified Black-Scholes option pricing model. The estimated values under the
model are based on assumptions, including an                            

 4

10-K405/A
6th Page of 9
TOC
1st
Previous
Next
Bottom
Just 6th

expected volatility of 62%, a risk-free rate of return of 6.66%, no     
dividend yield and a time to exercise of seven years, and may not be    
   indicative of actual value. The actual value, if any, the option holder may
 realize will depend on the excess of the actual market price of the stock
over the exercise price on the date the option is exercised. There is no
  assurance that the value that may be realized by the option holder will be
at or near the value estimated by the Black-Scholes model.              
(5) Grant made on September 24, 1997:  Grant date present value is determined   
using a modified Black-Scholes option pricing model. The estimated value
    under the model is based on assumptions, including an expected volatility of
65%, a risk-free rate of return of 6.2%, no dividend yield and a time to
exercise of seven years, and may not be indicative of actual value. The 
actual value, if any, the option holder may realize will depend on the  
 excess of the actual market price of the stock over the exercise price on
   the date the option is exercised. There is no assurance that the value that
   may be realized by the option holder will be at or near the value estimated
by the Black-Scholes model.                                             
(6) All options granted become exercisable in equal annual installments over    
four years, except to the extent that accelerated vesting may occur in  
connection with a change of control.                                    

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION      
VALUES                                                                          

   The following table sets forth certain information regarding the exercise
of stock options during the last fiscal year by the Company's executive         
officers.                                                                       

                                                        · Enlarge/Download Table

                                                                                     VALUE OF UNEXERCISED    
                                                        NUMBER OF UNEXERCISED       IN-THE-MONEY OPTIONS AT  
                                                     OPTIONS AT FISCAL YEAR END       FISCAL YEAR END(2)     
                            SHARES                   ---------------------------  ---------------------------
                          ACQUIRED ON     VALUE                                                              
          NAME             EXERCISE    REALIZED (1)  EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
          ----            -----------  ------------  -----------   -------------  -----------   -------------
                              (#)          ($)           (#)            (#)           ($)            ($)     
                                                                                                             
Gary G. Greenfield.......      0            0          385,788        506,752      2,286,009        2,846,788
Kevin J. Burns...........      0            0           32,500        166,250        113,750          914,219
Kenneth A. Sexton........      0            0           97,000        106,000        501,813          567,323
Panos Anastassiadis......      0            0          155,750        159,750        894,469          811,844
Gary M. Wright...........      0            0           17,500         87,500         81,875          363,125

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

(1) The amount "realized" reflects the appreciation on the date of exercise     
    (based on the excess of the fair market value of the shares on the date of
    exercise over the exercise price). However, because the executive officers
     may keep the shares they acquired upon the exercise of the options (or sell
   them at a different price), these amounts do not necessarily reflect cash
realized upon the sale of those shares.                               
(2) "In-the-Money Options" are options outstanding at the end of the last fiscal
    year for which the fair market value of the Common Stock at the end of the
 last fiscal year ($15.375 per share) exceeded the exercise price of the
options.                                                              

EXECUTIVE EMPLOYMENT AGREEMENTS                                                 

   The Company has entered into executive employment agreements with Messrs.
Burns, Greenfield, and Sexton providing for (i) annual base salaries, (ii)      
participation in bonus plans, stock options and stock incentive plans as adopted
by the Company, and (iii) other customary benefits, including death and         
disability payments. Following is a summary of the pertinent provisions of the  
agreements.                                                                     

  The terms for Messrs. Greenfield and Sexton are for three years expiring
July 31, 2001, and are automatically extended for one year each August 1, unless
either the Company or the executive gives notice that the agreement is not to be
extended. If there is a change of control of the Company, as defined in Mr.     
Greenfield and Mr. Sexton's agreements, the agreements shall be automatically   
extended for a three year term commencing on the effective date of the change of
control. The term for Mr. Burns expires September 30, 1999, unless either the   
Company or Mr. Burns gives notice as allowed by the agreement. At any time, the 
Company may terminate the executive for cause, as defined in the agreements. If 
the executive's termination of employment is (i) by the Company other than for  
cause or disability, (ii) by the executive for good reason or (iii) during the  
first year following a change of control, the Company shall be obligated to make
a lump                                                                          

 5

10-K405/A
7th Page of 9
TOC
1st
Previous
Next
Bottom
Just 7th

sum payment to the executive. The lump sum payments to Messrs. Greenfield and   
Sexton will be based on a multiple (the "Multiple") of their monthly base salary
and bonus (as defined in their agreements) computed on a monthly basis. The     
Multiple for calculating the lump sum payments for Messrs. Greenfield and Sexton
is eighteen. Mr. Greenfield and Mr. Sexton would also receive certain employee  
benefits or payments in respect of employee benefits for up to three years after
the change of control. The lump sum payment to Mr. Burns will be the remaining  
unpaid salary and bonus as defined in his agreement. If the executive would be  
subject to the excise tax under the Internal Revenue Code relating to payments  
after a change of control, the payments shall be grossed up so that the Company 
will make additional payments to the executive equal to the amount of the excise
tax plus the amount of the tax on such additional payments. In addition, if the 
executive's employment is so terminated or if there is a change of control, all 
outstanding stock options held by the executive shall vest.                     

  During the 18 months following termination of employment described above
(except termination for cause), (i) Mr. Greenfield and Mr. Sexton shall provide 
consulting services to the Company and be subject to certain non-competition    
covenants and (ii) Mr. Burns shall be subject to certain non-competition        
covenants. For such consulting services and non-competition agreement, the      
Company shall pay Mr. Greenfield and Mr. Sexton a lump sum equal to eighteen    
times their monthly base salary and bonus (as defined in their agreements)      
computed on a monthly basis. Mr. Burns shall not receive additional             
consideration for his non-competition agreement.                                

 The annual compensation and target incentive compensation (or "IC") for
each effected officer for the fiscal year beginning May 1, 1998 is as follows:  
Messrs. Greenfield and Sexton have annual base salaries of $325,000 and         
$200,000, respectively. Mr. Greenfield has a target IC amount equal to his base 
salary and a maximum IC amount of $415,000. Mr. Sexton has a target IC of       
$125,000 and a maximum IC amount of $160,000. As of July 31, 1998, Mr. Burns'   
unpaid salary and bonus for the remaining period covered by his agreement was   
$345,833. The annual base salary and target incentive compensation may be       
increased from time to time as determined by the Board of Directors, in its     
discretion, upon a review that shall take place at least annually.              

ITEMS 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT       

     There is no person known by the Company to own beneficially more than 5% of
the outstanding Common Stock as of July 31, 1998. The table sets forth to the   
Company's knowledge the beneficial ownership by each director and executive     
officer, individually, and all directors and executive officers as a group, of  
Common Stock as of July 31, 1998.                                               

                                                        · Enlarge/Download Table

                                                              SHARES OF      PERCENTAGE 
                                                             COMMON STOCK        OF     
                                                             BENEFICIALLY   COMMON STOCK
                  NAME OF BENEFICIAL OWNER                   OWNED (1)(2)   OUTSTANDING 
                  ------------------------                   ------------   ------------
                                                                                        
Panos Anastassiadis.........................................    309,390         1.3%    
Michel Berty................................................     18,333         0.1%    
Kevin J. Burns..............................................    198,750         0.9%    
Richard A. Carpenter........................................    195,184         0.9%    
John J. Cimral..............................................     74,111         0.3%    
C. Thomas Faulders, III.....................................     20,000         0.1%    
Robert N. Goldman...........................................     40,999         0.2%    
Gary G. Greenfield..........................................  1,034,439(3)      4.3%    
Russell E. Planitzer........................................     29,999         0.1%    
R. Craig Roos...............................................     15,000         0.1%    
Kenneth A. Sexton...........................................    247,280         1.1%    
Frank A. Sola...............................................     25,666         0.1%    
Gary M. Wright..............................................     96,912         0.4%    
All directors and executive officers as a group (13                                     
  persons)..................................................  2,306,063         9.2%    

                                                   (footnotes on following page)

 6

10-K405/A
8th Page of 9
TOC
1st
Previous
Next
Bottom
Just 8th

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

(1) Except as otherwise specifically noted, the number of shares stated as being
owned beneficially includes shares believed to be held beneficially by  
 spouses, minor children and grandchildren. The inclusion of shares deemed
    beneficially owned in this report, however, does not constitute an admission
    that the named stockholders are direct or indirect beneficial owners of such
shares.                                                                 
(2) Includes 296,000, 18,333, 198,750, 30,999, 72,900, 20,000, 40,999,          
1,025,290, 29,999, 15,000, 240,500, 25,666, 96,250 and 2,110,686 shares 
subject to option which are held by Messrs. Anastassiadis, Berty, Burns,
  Carpenter, Cimral, Faulders, Goldman, Greenfield, Planitzer, Roos, Sexton,
Sola, Wright and all directors and executive officers as a group,       
   respectively, and are exercisable within 60 days after July 31, 1998. These
    option shares include 104,500, 6,667, 115,000, 6,667, 47,076, 10,000, 6,667,
    398,003, 10,000, 6,667, 95,250, 6,667, 58,750 and 871,914 shares for Messrs.
Anastassiadis, Berty, Burns, Carpenter, Cimral, Faulders, Goldman,      
Greenfield, Planitzer, Roos, Sexton, Sola, Wright and all directors and 
  executive officers as a group, respectively, which are anticipated to vest
in conjunction with the Merger.                                         

(3) Includes 1,100 shares held by Mr. Greenfield as custodian for his daughter, 
as to which shares Mr. Greenfield disclaims beneficial ownership.       

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS                  

None.                                                                 

 7

10-K405/A
Last Page of 9
TOC
1st
Previous
Next
Bottom
Just 9th

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to    
Form 10-K to be signed on its behalf by the undersigned, thereunto duly         
authorized.                                                                     

Dated: August 20, 1998                                                          

                   INTERSOLV, INC.

                             By: /s/ KENNETH A. SEXTON
                                            ------------------------------------
                                            Senior Vice President, Finance &
                                  Administration and
                                   Chief Financial Officer

 8

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K405/A Filing		Date		First		Last			Other Filings
		5/29/97		5
		9/24/97		5		6			DEF 14A
For The Period Ended		4/30/98		1		5			10-K405
		5/1/98		7
		6/15/98		1
		6/17/98		2
		7/9/98		2					10-K405
		7/31/98		7		8			10-Q
		8/20/98		9
Filed On / Filed As Of		8/21/98
		8/28/98		2
		9/30/99		6
		7/31/1		6
Top									List All Filings