SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: May 1, 1995
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INTERSOLV, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-15188 52-0990382
(Stateof incorporation) (Commission File Number)(IRS Employer Identification)
3200 Tower Oaks Boulevard, Rockville, Maryland 20852
(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code 301/230-3200
Item 2. Acquisition or Disposition of Assets.
Effective May 1, 1995, INTERSOLV, Inc. ("INTERSOLV")
acquired all of the outstanding capital stock of PC Strategies &
Solutions, Inc., a New Jersey corporation ("PCS"), pursuant to a
share exchange between INTERSOLV and Michael I. Goldman
("Goldman"). The exchange (the "Exchange") was effected
pursuant to an Exchange Agreement dated May 1, 1995, by and
among INTERSOLV, PCS and Goldman.
Under the terms of the Exchange, INTERSOLV acquired all of
Goldman's 100 shares of PCS common stock, which represented all
of the issued and outstanding shares of PCS capital stock, in
exchange for 675,000 shares of INTERSOLV common stock. The
Exchange was a private transaction and was not registered under
the Securities Act of 1933 (the "Act"). The number of shares of
INTERSOLV common stock exchanged for Goldman's shares of PCS
common stock was determined by arm's-length negotiations between
INTERSOLV and Goldman. INTERSOLV and Goldman also entered into a
Registration Rights Agreement dated May 1, 1995 pursuant to which
Goldman agreed not to sell any of his shares of INTERSOLV common
stock prior to August 21, 1995 and INTERSOLV agreed to prepare
and file a shelf registration statement under the Act with the
Securities and Exchange Commission for the resale of Goldman's
INTERSOLV shares and use its reasonable best efforts to cause
such registration statement to become effective on or before
August 21, 1995. INTERSOLV expects to account for the PCS acquisition using
the pooling of interests method.
PCS, based in Parsippany, New Jersey, is a
consulting and training organization focused on helping
companies implement object-oriented client/server technology.
With this acquisition, INTERSOLV extends its consulting and
education services and enhances its ability to assist its
customers with the implementation of object-oriented development
projects. Following the Exchange, INTERSOLV intends to continue
and expand upon the historical PCS businesses and to integrate
PCS's assets and operations with those of INTERSOLV.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
A. FINANCIAL STATEMENTS OF PC STRATEGIES & SOLUTIONS, INC. AND
PRO FORMA FINANCIAL STATEMENTS OF INTERSOLV, INC.
It is impracticable to provide the financial statements,
proforma financial statements and independent auditor's consent
required to be filed pursuant to this Item 7 with respect to the
Exchange and accordingly such items will be filed as soon as
practicable, but in any event not later than 60 days following
the date hereof.
B. EXHIBITS
Exhibit No. Exhibit
2 Exchange Agreement dated May 1, 1995
between INTERSOLV, PCS, and Goldman
4 Registration Rights Agreement dated May 1,
between INTERSOLV and Goldman.
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.
INTERSOLV, Inc.
Date: May 11, 1995 By /s/ Kenneth A. Sexton
Kenneth A. Sexton
Vice President,
Finance & Administration
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