As filed with the Securities and Exchange Commission on
February 22, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
INTERSOLV, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 52-0990382
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
9420 Key West Avenue
Rockville, Maryland 20850
(301) 838-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Kenneth A. Sexton
Intersolv, Inc.
9420 Key West Avenue
Rockville, Maryland 20850
(301) 838-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Jeffrey E. Jordan, Esq.
Arent Fox Kintner Plotkin & Kahn
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
Approximate date of commencement of proposed sale to the
public: As soon as practicable on or after the effective date
of this Registration Statement.
_______________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
_______________
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, please check the following box.
_______________
CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Proposed Amount of
Class of to be Maximum Aggregate Maximum Aggregate Registration
Securities to Registered Price Per Unit(1) Aggregate Fee
be Registered
------------------------------------------------------------------------------
Common Stock,
$.01 par value 3,583,585 sh $11.9375 $42,779,046 $14,752
------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Subject to Completion, dated February 22, 1996
PROSPECTUS
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute any offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such State.
INTERSOLV, INC.
3,583,585 Shares of Common Stock
The Common Stock of Intersolv, Inc. (the "Company" or
"Intersolv"), par value $0.01 per share (the "Common Stock"),
offered hereby is held by the Selling Securityholders (as
defined herein) who may from time to time offer for sale such
shares of Common Stock. See "Selling Securityholders." The
Company will not receive any proceeds from the sale by the
Selling Securityholders of the Common Stock.
The Common Stock is listed on the NASDAQ National Market
under the symbol "ISLI." On February 21, 1996, the last
reported sale price of the Common Stock reported on the NASDAQ
National Market was $13.0625 per share. See "Price Range of
Common Stock."
_______________________________
See "Risk Factors" beginning on page 5 for certain
information that should be considered by prospective investors.
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
Any or all of the Common Stock offered hereby may be sold
from time to time to purchasers directly by a Selling
Securityholder. Alternatively, a Selling Securityholder may
from time to time offer any or all of the Common Stock to or
through underwriters, dealers, brokers or other agents. In
addition, the Selling Securityholders and/or any underwriter,
broker, dealer or other agent may engage in hedging
transactions with respect to the Common Stock. In connection
with such transactions, shares of Common Stock offered hereby
may be sold or delivered to cover any short positions resulting
from such transactions. The Company will pay the expenses of
this offering estimated at $37,000. The Common Stock offered
hereby may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed,
or at varying prices determined at the time of sale or at
negotiated prices. Such prices will be determined by a Selling
Securityholder or by agreement between a Selling Securityholder
and its underwriters, dealers, brokers or other agents.
Any underwriters, dealers, brokers or other agents to or
through whom Common Stock offered hereby is sold may receive
compensation in the form of underwriting discounts,
concessions, commissions or fees from a Selling Securityholder
and/or purchasers of Common Stock for whom they may act. In
addition, a Selling Securityholder and any such underwriters,
dealers, brokers or other agents as agent or to whom they may
sell as principal, or both (which compensation to a particular
underwriter, broker, dealer or other agent might be in excess
of customary commissions) may be deemed to be underwriters
under the Securities Act, and any profits on the sale of Common
Stock by them and any discounts, commissions or concessions
received by any of such persons may be deemed to be
underwriting discounts and commissions under the Securities
Act. Those who act as underwriter, broker, dealer or other
agent in connection with the sale of the Common Stock will be
selected by a Selling Securityholder and may have other
business relationships with the Company and its subsidiaries or
affiliates in the ordinary course of business. The Company
cannot presently estimate the amount of any such discounts,
commissions or concessions. The Company knows of no existing
arrangements between the Selling Securityholders and any
underwriter, dealer, broker or other agent. See "Plan of
Distribution."
The date of this Prospectus is February 22, 1996
No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus and, if given or made, such information or
representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to
sell or the solicitation of an offer to buy any securities
other than the securities to which it relates or an offer to
sell or the solicitation of an offer to buy such securities in
any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under the circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or thereof or that the
information contained herein or therein is correct as of any
time subsequent to the date of such information.
TABLE OF CONTENTS
Page
Available Information 2
Documents Incorporated by Reference 3
The Company 4
Risk Factors 5
Price Range of Common Stock 7
Use of Proceeds 7
Selling Securityholders 8
Plan of Distribution 11
Description of Capital Stock 12
Legal Matters 13
Experts 14
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder,
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information filed by the Company with the Commission, including
the Registration Statement on Form S-3 of which this Prospectus
is a part, may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, Seven
World Trade Center, New York, New York 10048 and Chicago
Regional Office, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Common
Stock is traded in the over-the-counter market and is quoted in
the NASDAQ National Market. Copies of the Company's reports,
proxy statements and other information filed with the
Commission can also be inspected at the offices of the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration
Statement on Form S-3 (herein, together with all information
incorporated by reference therein and amendments and exhibits
thereto, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the securities offered hereby. This Prospectus does
not contain all of the information set forth or incorporated by
reference in the Registration Statement, certain parts of which
are omitted as permitted by the rules and regulations of the
Commission. Statements contained in this Prospectus as to the
contents of any contract or other document are not necessarily
complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in
all respects by such reference. For further information
regarding the Company and the securities offered hereby,
reference is made to the Registration Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with
the Commission (File No. 0-15188) pursuant to the Exchange Act
are incorporated herein by this reference and are made part of
this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 1995, filed pursuant to Section 13 of the
Exchange Act;
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1995, filed pursuant to Section 13 of
the Exchange Act;
(3) The Company's Quarterly Report on Form 10-Q for the
quarter ended October 31, 1995, filed pursuant to Section 13 of
the Exchange Act; and
(4) The Company's Current Report on Form 8-K, dated November
7, 1995 and as amended by Amendment No. 1, dated January 5,
1996, each filed pursuant to Section 13 of the Exchange Act.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to termination of the offering of the
Common Stock shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date any such
document is filed. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or
oral request, a copy of any and all of the documents
incorporated by reference herein, other than exhibits to such
documents unless such exhibits are specifically incorporated by
reference into such documents. Any such request may be
directed to Intersolv, Inc., Attention: Kenneth A. Sexton, at
the Company's principal executive offices, which are located at
9420 Key West Avenue, Rockville, Maryland 20850, telephone
number (301) 838-5000.
-----------
Intersolv, APS, Excelerator, Maintenance Workbench, PVCS and
SequeLink are trademarks of Intersolv.
THE COMPANY
Intersolv is a software product and service company,
specializing in open, client/server tools. The Company's
products and services support a broad range of approaches,
ranging from the development of new client/server systems to
the maintenance of traditional systems. The Company's product
strategy emphasizes an open architecture which permits its
products to be used separately, with the Company's other
products and with software development products and approaches
offered by other companies. The Company's objective is to
build products that deliver high productivity on simple
projects and are powerful enough to handle scalability
requirements of production-grade information systems without
retooling.
Intersolv offers software products and services in the
following solution areas:
Object Oriented ("OO") Development - The Company has invested
significant resources in the acquisition and development of
OO application development tools. This product series is
focused on the needs of developers using the C++ language.
This product series, which will be marketed under the brand
name Allegris, is due for general release early in fiscal
year 1997.
Enterprise Client/Server Development - Intersolv also offers
tools for traditional developers using the Cobol language who
want to move into the client/server architecture. These
tools can be used for rapid application development ("RAD"),
design driven development or for maintenance and reuse of
legacy applications.
Data Warehousing - Intersolv products provide access to more
than 30 database management systems ("DBMS"). Offerings
include an end user query and reporting tool and tools to
deploy cross-platform Open Database Connective ("ODBC") to
compliant applications accessing multiple DBMS.
Software Configuration Management ("SCM") - Intersolv offers
a comprehensive SCM product suite. The Company's SCM
offerings leverage team development on the LAN while
supporting multi-operating systems and multi-tool environments.
The Company markets and distributes its products to end
users, line of business developers, traditional information
system departments, project managers and application
development executives within corporations and independent
software vendors worldwide. Sales in the United States, Japan,
United Kingdom, Germany, France, Belgium and Australia are made
through Company owned and operated entities which use a
combination of field sales (face to face), telesales and third
party distribution channels. The Company's direct sales effort
is augmented with a network of independent software vendors,
dealers, distributors and value added resellers in more than 30
countries around the world.
Intersolv has expanded its operations both through internal
development and selected acquisition of complementary products
and businesses. In October 1995, Intersolv acquired TechGnosis
International, Inc. ("TechGnosis") in a transaction accounted
for using the "pooling-of-interests" method.
Intersolv was incorporated under the laws of the State of
Delaware in 1985, successor to the business begun in 1982. The
Company's principal executive offices are located at 9420 Key
West Avenue, Rockville, Maryland 20850, and its telephone
number at that address is (301) 838-5000.
RISK FACTORS
Prospective investors should carefully consider, among other
factors, the following:
Technological Changes. The software development tools market
is characterized by rapid changes in technology and user needs.
Compatibility of the Company's products with customers'
preferred operating systems and database management systems are
important to future results of the Company. The current market
trend appears to be weighted towards building client/server and
cooperative applications using a changing mix of operating
systems. Revenue from the Company's Traditional Development
tools area declined by 22% during the year ended April 30,
1995. Products in this area accounted for 35% of fiscal 1995
revenue, and the Company expects demand in this area to remain
flat or continue to decline. During fiscal 1995, the decline
in traditional development tools revenues was more than offset
by a 70% revenue increase in the Company's other products and
services. Because of the rapidly changing market, there is no
assurance that this substantial growth will continue. Future
operating results could be adversely affected by the market's
acceptance of the Company's existing and new products in this
rapidly changing market.
Competition. The market for the Company's products is highly
competitive. The Company competes with a number of companies
that market similar types of products. The Company also
expects to encounter competition in the future from established
companies and new companies that may develop products
competitive with the Company's products. Many of the Company's
actual and potential competitors have substantially greater
financial, marketing and technological resources than the
Company. Due to the inherently unpredictable nature of the
market in which the Company competes, any actual or potential
competitor is capable of capturing a disproportionate share of
the market in a relatively short time frame. Such a rapidly
shifting demand would adversely affect the Company's
profitability.
Fluctuations in Quarterly Performance. Historically, the
Company recognizes a major portion of its revenue during the
last month of a fiscal quarter and has experienced quarterly
fluctuations in revenues and earnings due to the timing of
large orders. The Company has no significant revenue backlog,
and substantially all of its product revenues in any quarter
results from sales made in the quarter. If sales are delayed
and do not close in a quarter as expected, the Company's
results of operations for that quarter would be adversely
affected. Net income may be disproportionately affected by a
reduction in revenues because a large portion of the Company's
expenses do not vary with revenues. Historically, the Company
has recognized the largest portion of its revenues and
operating income in the fourth quarter of its fiscal year, and
the Company typically experiences lower revenues and operating
income for the first quarter of a fiscal year than in the
fourth quarter of the prior fiscal year.
Acquisition Charges. In the past, the Company has expanded
its operations through selected acquisitions. As a result of
past acquisitions, the Company has charged earnings with
transaction costs and certain restructuring costs to integrate
the acquired businesses. These acquisition charges have
resulted in the Company reporting operating losses in the
fiscal quarter and year in which the transaction was completed.
Global Economies. The Company markets and sells its products
through its own sales force and through third parties in
approximately 30 countries. Consequently, the Company's
results are affected by changes in global economies and
currency exchange rates.
Third Party Sales Channels. In addition to the Company's own
marketing organization, the Company markets its products
through a global network of other independent software vendors
(ISVs), value-added resellers (VARs) and dealers and
distributors. Through third party alliances, the Company
enables selected ISVs to embed and sell certain Intersolv
technologies in their own products, for which the Company
receives royalties. In addition, VARs, dealers and
distributors resell the Company's products in markets which the
Company cannot cost effectively reach on a direct basis. The
success of these sales channels, and thus the amount of
royalties the Company may receive, is dependent on the
financial condition and marketing effectiveness of these third
parties, which the Company cannot directly control.
Dependence on Key Personnel. Competition for qualified
personnel in the software industry is intense. The future
success of the Company will depend on its ability to attract
and retain key employees. The failure to attract or the loss
of these individuals could have an adverse effect on the
Company.
Possible Volatility of Stock Price. The market price for the
Common Stock has been highly volatile over the past several
years, and the market price may be subject to significant
volatility in the future, particularly on a quarterly basis.
Factors such as fluctuations in quarterly performance, the
announcement of technological innovations or new commercial
products by the Company or its competitors, as well as market
conditions in the computer software or hardware industries and
the condition of the economy in general, may have a significant
impact on the market price of the Common Stock. In addition, in
recent years the stock market has experienced large price and
volume fluctuations, which often have been unrelated to the
operating performance of specific companies or market sectors.
Effect of Delaware Law and Certain Charter Provisions.
Certain provisions of Delaware law and of the Company's
Certificate of Incorporation could have the effect of making it
more difficult for a third party to acquire, or of discouraging
a third party from attempting to acquire, control of the
Company. Such provisions could limit the price that certain
investors might be willing to pay in the future for shares of
Common Stock. Certain of these provisions could make it more
difficult for stockholders to effect certain corporate actions
and could also have the effect of delaying or preventing a
change in control of the Company. See "Description of Capital
Stock."
Forward Looking Statements. Prospective investors are
cautioned that the statements in this Prospectus that are not
descriptions of historical facts may be forward looking
statements that are subject to risks and uncertainties. Actual
results could differ materially from those currently
anticipated due to a number of factors, including those
identified under "Risk Factors" and elsewhere in this
Prospectus or documents incorporated by reference herein.
PRICE RANGE OF COMMON STOCK
The Common Stock is traded in the over-the-counter market on
the NASDAQ National Market under the symbol "ISLI." The
following table sets forth, for the Company's fiscal years
indicated, the high and low last sale prices of the Common
Stock as reported by the NASDAQ National Market.
High Low
1995
First Quarter 8.50 4.75
Second Quarter 10.00 4.75
Third Quarter 13.25 7.75
Fourth Quarter 15.50 9.75
1996
First Quarter 26.25 14.00
Second Quarter 25.375 14.50
Third Quarter 17.25 8.75
Fourth Quarter (through February 21, 1996) 14.375 9.625
On January 31, 1996, there were approximately 287 holders of
record of the Common Stock. See the cover page of this
Prospectus for the last sales price of the Common Stock
reported on the NASDAQ National Market as of a recent date.
USE OF PROCEEDS
The sale of the Common Stock offered hereby is for the
account of the Selling Securityholders. Accordingly, the
Company will not receive any of the proceeds from the sale by
the Selling Securityholders of the Common Stock.
SELLING SECURITYHOLDERS
The Common Stock offered by this Prospectus was initially
issued by the Company to certain shareholders on October 23,
1995 in connection with the acquisition of TechGnosis. The
table below sets forth information regarding the beneficial
ownership of the Common Stock by the Selling Securityholders as
of January 31, 1996 and as adjusted to reflect the sale of
Common Stock offered hereby. For purposes of the following
table, a person is deemed to have "beneficial ownership" of any
shares as of a given date which such person has the right to
acquire within 60 days after such date.
Shares Owned Maximum Shares
Before the Maximum Shares Owned After the
Offering Being Offered Offering
------------ ------------- ---------------
Name Number Percent Number Percent
- ---- ------ ------- ------ -------
Furman Selz SBIC L.P.(1) 1,062,379 5.17% 1,062,379 0 0
BMI 478,121 2.44 478,121 0 0
Marc Van Rompaey(2) 323,077 1.65 323,077 0 0
Walter Resseler 167,844 0.86 167,844 0 0
Sofinnova Capital II FCPR 154,500 0.79 154,500 0 0
Parnib Deelnemingen BV 120,001 0.61 120,001 0 0
Jean-Claude Deschamps(3) 119,102 0.61 119,102 0 0
Sofinnova Ventures III L.P. 103,000 0.53 103,000 0 0
TEG Holding BV 101,912 0.52 101,912 0 0
Johan Vets 81,077 0.41 81,077 0 0
Andre Van den Bogaert(4) 74,033 0.38 74,033 0 0
Karel De Gucht(5) 65,101 0.33 65,101 0 0
Anne-Lore Resseler 59,855 0.31 59,855 0 0
Sander d'Heer 55,269 0.28 55,269 0 0
Edmund Hajim(6) 50,683 0.26 50,683 0 0
William Sullivan 49,954 0.26 49,954 0 0
D.I.S. NV 43,054 0.22 43,054 0 0
Hugo Ceusters 35,866 0.18 35,866 0 0
STC NV 34,608 0.18 34,608 0 0
Theo Heselmans 32,970 0.17 32,970 0 0
GAIA 22,660 0.12 22,660 0 0
Manu Goossens 20,600 0.11 20,600 0 0
Marc Surinx 20,600 0.11 20,600 0 0
Peter Goossens 16,850 0.09 16,850 0 0
Roger Ghijs 14,574 0.07 14,574 0 0
Intervent NV 14,275 0.07 14,275 0 0
Jenny Van De Put 14,108 0.07 14,108 0 0
Terrence Quinn (7) 13,204 0.07 13,204 0 0
Clear Invest 12,745 0.07 12,745 0 0
Carl Moons 12,300 0.06 12,300 0 0
Etienne Cooreman 12,112 0.06 12,112 0 0
Michiel Carpentier 12,073 0.06 12,073 0 0
Marc Shinbrood 11,165 0.06 11,165 0 0
Jozef Colebunders 11,021 0.06 11,021 0 0
Daniel Goovaerts 10,300 0.05 10,300 0 0
Sargefi SA 9,286 0.05 9,286 0 0
Jan Detremmerie 8,691 0.04 8,691 0 0
Rolf Vets 8,652 0.04 8,652 0 0
Jef Haeverans 7,931 0.04 7,931 0 0
Michael Torto 7,725 0.04 7,725 0 0
Andrew Mills 7,551 0.04 7,551 0 0
Richard Taylor 7,551 0.04 7,551 0 0
Michel Ducourau 7,308 0.04 7,308 0 0
Henri Lagrasse 6,155 0.03 6,155 0 0
Jan Van Riel 5,947 0.03 5,947 0 0
A. Cools 5,191 0.03 5,191 0 0
Etienne Schroyen 5,191 0.03 5,191 0 0
Marc Borgers 4,686 0.02 4,686 0 0
Eddy Aerts 4,379 0.02 4,379 0 0
James O'Schaughessy 4,120 0.02 4,120 0 0
Luc Schets 4,120 0.02 4,120 0 0
Emil Ansarov 3,922 0.02 3,922 0 0
Joseph C. Tricomi 3,780 0.02 3,780 0 0
Carl Thuysbaert 3,044 0.02 3,044 0 0
Pascal Surinx 2,575 0.01 2,575 0 0
Roger De Cadt 2,422 0.01 2,422 0 0
Koenraad Meuleman 2,266 0.01 2,266 0 0
Dirk Dierickx 2,259 0.01 2,259 0 0
Arthur Sarno 2,179 0.01 2,179 0 0
Bud Enright 2,060 0.01 2,060 0 0
Cesar Medina 2,060 0.01 2,060 0 0
Filip Vandenbussche 2,060 0.01 2,060 0 0
Frederic Dalle 2,060 0.01 2,060 0 0
Jo Van Hoey 2,060 0.01 2,060 0 0
Stephen Nelson 2,060 0.01 2,060 0 0
Bart Ghesquiere 1,740 0.01 1,740 0 0
Guido Cooreman 1,730 0.01 1,730 0 0
Patrick Smits 1,730 0.01 1,730 0 0
Jan Bruyndonckx 1,588 0.01 1,588 0 0
Margareta Horemans 1,345 0.01 1,345 0 0
Peter Preston 1,322 0.01 1,322 0 0
Erik Janssens 994 0.01 994 0 0
Marc De Roover 721 0.00 721 0 0
Denis Gijsemans 447 0.00 447 0 0
Johan Coppieters 422 0.00 422 0 0
James McCarthy 412 0.00 412 0 0
Geoff Webb 339 0.00 339 0 0
David Grietens 113 0.00 113 0 0
Ellen Batens 103 0.00 103 0 0
Jennifer Taylor 103 0.00 103 0 0
Barbara Polszak 51 0.00 51 0 0
Guy Marceaux 41 0.00 41 0 0
Bertrand Lepeuple 20 0.00 20 0 0
Carl Blakeley 20 0.00 20 0 0
Christine Dunbar 20 0.00 20 0 0
Stephane Faubert 20 0.00 20 0 0
Virginie Lagrasse 20 0.00 20 0 0
TOTAL 3,583,585 17.41% 3,583,585 0 0
Because a Selling Securityholder may offer by this Prospectus
all or some part of the Common Stock which it holds, no
estimate can be given as of the date hereof as to the amount of
Common Stock actually to be offered for sale by a Selling
Securityholder or as to the amount of Common Stock that will be
held by a Selling Securityholder upon the termination of such
offering. See "Plan of Distribution."
____________________________________
(1) Includes 975,859 shares issuable upon the conversion of
convertible debt.
(2) Includes 8,804 shares issuable upon the conversion of
convertible debt.
(3) Includes 3,961 shares issuable upon the conversion of
convertible debt.
(4) Includes 1,320 shares issuable upon the conversion of
convertible debt.
(5) Includes 8,802 shares issuable upon the conversion of
convertible debt.
(6) Includes 8,804 shares issuable upon the conversion of
convertible debt.
(7) Includes 13,204 shares issuable upon the conversion of
convertible debt.
PLAN OF DISTRIBUTION
Any or all of the Common Stock offered hereby may be sold
from time to time to purchasers directly by a Selling
Securityholder. Alternatively, a Selling Securityholder may
from time to time offer any or all of the Common Stock to or
through underwriters, dealers, brokers or other agents. In
addition, the Selling Securityholders and/or any underwriter,
broker, dealer or other agent may engage in hedging
transactions with respect to the Common Stock. In connection
with such transactions, shares of Common Stock offered hereby
may be sold or delivered to cover any short positions resulting
from such transactions. The Company will receive no proceeds
from the sale of the Common Stock offered hereby.
The Common Stock offered hereby may be sold from time to time
in one or more transactions at a fixed offering price, which
may be changed, or at varying prices determined at the time of
sale or at negotiated prices. Such prices will be determined
by a Selling Securityholder or by agreement between a Selling
Securityholder and its underwriters, dealers, brokers or other
agents.
Any underwriters, dealers, brokers or other agents to or
through whom Common Stock offered hereby is sold may receive
compensation in the form of underwriting discounts,
concessions, commissions or fees from a Selling Securityholder
and/or purchasers of Common Stock for whom they may act as
agent or to whom they may sell as principal, or both (which
compensation to a particular underwriter, broker, dealer or
other agent might be in excess of customary commissions). In
addition, a Selling Securityholder and any such underwriters,
dealers, brokers or other agents may be deemed to be
underwriters under the Securities Act, and any profits on the
sale of Common Stock by them and any discounts, commissions or
concessions received by any of such persons may be deemed to be
underwriting discounts and commissions under the Securities
Act. Those who act as underwriter, broker, dealer or other
agent in connection with the sale of the Common Stock will be
selected by a Selling Securityholder and may have other
business relationships with the Company and its subsidiaries or
affiliates in the ordinary course of business. The Company
cannot presently estimate the amount of any such discounts,
commissions or concessions. The Company knows of no existing
arrangements between the Selling Securityholders and any
underwriter, dealer, broker or other agent.
At any time a particular offer of Common Stock is made by a
Selling Securityholder, if required, a Prospectus Supplement
will be distributed which will set forth the identity of, and
certain information relating to, such Selling Securityholder,
the aggregate amounts of Common Stock being offered and the
terms of the offering, including the name or names of any
underwriters, dealers, brokers or other agents, any discounts,
commissions and other items constituting compensation from such
Selling Securityholder and any discounts, commissions or
concessions allowed or reallowed or paid to dealers. Such
Prospectus Supplement and, if necessary, a post-effective
amendment to the Registration Statement of which this
Prospectus is a part will be filed with the Commission to
reflect the disclosure of additional information with respect
to the distribution of the Common Stock.
The Registration Rights Agreement (the "Registration Rights
Agreement"), dated as of October 23, 1995, by and among the
Company and certain shareholders provides that the Company will
indemnify the Selling Securityholders against certain
liabilities, including liabilities under the Securities Act.
The Registration Rights Agreement also provides for the
indemnification of the Company by the Selling Securityholders
for certain liabilities, including liabilities under the
Securities Act. In addition, under the Registration Rights
Agreement, the Company's obligation to indemnify extends to
those who participate in the distribution of the Common Stock
as underwriters for the Selling Securityholders. Also pursuant
to the Registration Rights Agreement, the Company has agreed to
pay substantially all fees and expenses incident to the
preparation, filing, amending and supplementing of the
Registration Statement of which this Prospectus is a part and
any registration statements or qualifying documents filed under
any state securities laws.
To comply with certain states' securities laws, if
applicable, the Common Stock offered hereby may be sold in such
states only through brokers or dealers. In addition, in
certain states the Common Stock may not be sold unless it has
been registered or qualified for sale in such state or an
exemption from registration or qualification is available and
complied with.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 50,000,000
shares of Common Stock, $0.01 par value and 3,000,000 shares of
Preferred Stock, $0.10 par value ("Preferred Stock"). As of
January 31, 1996, there were 19,566,022 shares of Common Stock
outstanding and held of record by 287 stockholders, excluding
the shares of Common Stock issuable upon conversion the
convertible notes. The shares outstanding exclude 1,020,756
shares of Common Stock reserved for issuance pursuant to
Convertible Notes assumed by the Company in connection with the
acquisition of TechGnosis. All of the outstanding shares of
Common Stock are, and the shares offered hereby will be, when
delivered and paid for, fully paid, validly issued and
nonassessable.
Common Stock
Holders of shares of Common Stock are entitled to one vote
per share on all matters to be voted on by stockholders and are
entitled to receive such dividends, if any, as may bc declared
from time to time by the Board of Directors ("Board") from
funds legally available therefor. Upon liquidation or
dissolution of the Company, the holders of Common Stock are
entitled to receive all assets available for distribution to
the stockholders, subject to any preferential rights of the
holders of Preferred Stock. Holders of Common Stock have no
preemptive or other subscription rights. There are no
conversion rights or redemption or sinking fund provisions with
respect to Common Stock.
The Transfer Agent and Registrar for the Common Stock is the
First National Bank of Boston.
Preferred Stock
The Board may, without further action by the stockholders,
authorize the issuance of Preferred Stock in one or more series
and fix the rights, preferences and privileges of Preferred
Stock, including the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption,
liquidation preferences and sinking fund terms of Preferred
Stock of any class or series. No shares of Preferred Stock are
outstanding. The issuance of Preferred Stock with voting and
conversion rights may adversely affect the voting power of the
holders of Common Stock, including the loss of voting control
to others. Further, the issuance of Preferred Stock could have
the effect of making it more difficult for a third party to
acquire, or of discouraging a third company from attempting to
obtain, control of the Company. The Company has no current
plan to issue any shares of Preferred Stock, except as may be
required under the Company's Shareholder Rights Plan.
Shareholder Rights Plan
On August 18, 1989, the Board adopted a Shareholder Rights
Plan (the "Rights Plan"). Under the Rights Plan, each
stockholder of record has received, and upon future issuances
of shares of Common Stock recipients generally will receive,
one right (a "Right") for each share of Common Stock owned or
received, respectively. Rights trade with the shares of Common
Stock and do not trade separately. Each Right entitles the
holder thereof to purchase one one-hundredth of a share of the
Company's Series A Junior Participating Preferred Stock at an
exercise price of $40.00. The Rights are not exercisable until
a person or group acquires beneficial ownership of 20.0% or
more of the Common Stock or announces a tender or exchange
offer that will result in such person or group owning 30.0% or
more of the Common Stock. In addition, if any person acquires
at least 25.0% of the Common Stock (except pursuant to a tender
or exchange offer for all Common Stock at a fair price) or if a
holder of at least 20.0% of the Common Stock consolidates or
merges into or engages in certain other transactions with the
Company, the Rights will entitle all other holders of the
Common Stock to acquire, at the exercise price of the Right,
shares of Common Stock (or, in the event there is not a
sufficient number of authorized but unissued or reserved shares
of Common Stock, any combination of Common Stock, cash,
property or other Company securities) with a market value equal
to twice the exercise price of the Right. If the Company is
involved in a merger or other business combination in which it
is not the surviving corporation or in which the Common Stock
is changed or converted, or if the Company sells or transfers
at least 50.0% of its assets or earning power, each Right will
entitle its holder to acquire, at the exercise price of the
Right, shares of common stock of the acquiring entity with a
market value equal to twice the exercise price of the Right.
Each Right is non-voting, expires on August 31, 1999, and may
be redeemed at the Company's option prior to becoming
exercisable at a redemption price of $0.01 per Right.
The Rights Plan is designed to protect stockholders in the
event of (i) an unsolicited offer to acquire the Company,
including an offer that does not treat all stockholders
equally, (ii) the acquisition in the open market of shares
constituting control of the Company without offering fair value
to all the stockholders, and (iii) other coercive takeover
tactics that in the opinion of the Board could impair its
ability to represent stockholder interests. The Company is not
aware of any present efforts by any persons to obtain control
of the Company.
The provisions of the Rights Plan may render a takeover of
the Company more difficult or less likely to occur even though
such takeover may offer the Company's stockholders the
opportunity to sell their stock at a price above the prevailing
market rate and may be favored by a majority of the
stockholders.
Delaware General Corporation Law Section 203
The Company is subject to the provisions of Section 203 of
the General Corporation Law of the State of Delaware. In
general, Section 203 prohibits certain publicly held Delaware
corporations from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the
date of the transaction in which the person or entity became an
interested stockholder, unless, among other exceptions, (i) the
business combination is approved by the Board prior to the date
the interested stockholder attained such status, or by the
holders of two-thirds of the outstanding voting stock not owned
by the interested stockholder or (ii) the interested
stockholder acquired 85% or more of the outstanding voting
stock of the Company in the transaction. For purposes of
Section 203, a "business combination" is defined broadly to
include mergers, asset sales and other transactions resulting
in a financial benefit to the interested stockholder. Subject
to certain exceptions, an "interested stockholder" is a person
or entity who, together with affiliates and associates, owns or
within the three immediately preceding years of a business
combination did own, 15.0% or more of the corporation's
outstanding voting stock.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Arent Fox Kintner Plotkin &
Kahn, Washington, D.C.
EXPERTS
The consolidated balance sheets as of April 30, 1995 and
1994, and the consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the three years
in the period ended April 30, 1995, incorporated by reference
in this Prospectus, have been incorporated herein in reliance
on the report of Coopers & Lybrand L.L.P. independent
accountants, given on the authority of that firm as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the approximate amount of
the fees and expenses payable by the Registrant.
Securities and Exchange Commission registration fee $14,752
*Blue sky fees and expenses (including legal fees) 1,500
*Accounting fees and expenses 10,000
*Legal fees and expenses 10,000
*Printing and engraving expenses 250
*Transfer agent and registrar fees 0
*Miscellaneous expenses 498
------
Total $37,000
________________
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as
amended (the "DGCL"), provides that a corporation shall have
power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that
his conduct was unlawful.
Article Fifth of the Registrant's Second Restated Certificate
of Incorporation provides that the Registrant shall, to the
fullest extent permitted by Section 145 of the DGCL, as that
Section may be amended or supplemented from time to time,
indemnify any director, officer or trustee which it shall have
power to indemnify under that Section against any expenses,
liabilities or other matters referred to in or covered by that
Section.
Section 102(b)(7) of the DGCL permits a corporation to
include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.
Article Fifth of the Registrant's Second Restated Certificate
of Incorporation provides that no director shall be liable for
any breach of fiduciary duty, except to the extent that the
DGCL prohibits the elimination or eligibility of directors for
breaches of fiduciary duty.
The Registrant has entered into Indemnification Agreements
with its directors and officers which require indemnification
in certain circumstances, establish specific payment procedures
and provide certain other rights to such persons.
Item 16. Exhibits.
Number Description
4.1 Second Restated Certificate of Incorporation, as
amended, of the Company (incorporatedherein by
reference to Exhibit 3(a) to the Company's Registration
Statement on Form S-4, Registration No. 33-38937).
4.2 Rights Agreement, dated August 29, 1989 between the
Company and Sovran Bank, N.S. (incorporated herein by
reference to Exhibit 4.1 to the Company's Current Report
on Form 8-K, dated September 21, 1989).
4.3 Registration Rights Agreement, dated as of October 23,
1995, by and among the Company and certain shareholders
(incorporated herein by reference to Exhibit 3 to the
Company's current Report on Form 8-K, dated November 7, 1995).
5 Opinion of Arent Fox Kintner Plotkin & Kahn as to the
legality of the Common Stock being registered.
23.1 Consent of Arent Fox Kintner Plotkin & Kahn
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of KPMG Peat Marwick L.L.P.
24 Power of Attorney of the Board of Directors (included
on the Signature Page hereof)
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at the that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to the directors,
officers and controlling persons of the Registrant pursuant to
the provisions referred to in Item 15 or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of Rockville, State of Maryland, on this
22nd day of February, 1996.
INTERSOLV, INC.
By: /s/ Kevin J. Burns
Kevin J. Burns, Chairman of the Board,
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin J. Burns and Kenneth A. Sexton his or her true
and lawful attorney-in-fact and agent, each acting alone, with
full power or substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all
capacities, to sign any or all Amendments (including post-
effective Amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents,
each acting alone, full power and authority to do and perform
each and every act and thing appropriate or necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/Kevin J. Burns Chairman of the Board February 22, 1996
Kevin J. Burns Chief Executive Officer
(Principal Executive
Officer)
/s/Kenneth A. Sexton Vice President-Finance February 22, 1996
Kenneth A. Sexton & Administration (Principal
Financial and Accounting Officer)
/s/ Norman A. Bolz Director February 22, 1996
Norman A. Bolz
/s/Richard A. Carpenter Director February 22, 1996
Richard A. Carpenter
/s/ Robert N. Goldman Director February 22, 1996
Robert N. Goldman
/s/Gary G. Greenfield Director February 22, 1996
Gary G. Greenfield
/s/Russell E. Planitzer Director February 22, 1996
Russell E. Planitzer
/s/Charles O. Rossotti Director February 22, 1996
Charles O. Rossotti
/s/Frank A. Sola Director February 22, 1996
Frank A. Sola
Exhibit 5
[Letterhead of Arent Fox Kintner Plotkin & Kahn]
February 20, 1996
The Board of Directors
Intersolv, Inc.
9420 Key West Avenue
Rockville, Maryland 20850
Gentlemen:
We have acted as counsel to Intersolv, Inc. (the
"Company") with respect to the Company's Registration
Statement on Form S-3, filed by the Company with the
Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as
amended, of 3,583,585 shares of Common Stock, par
value $.01 per share (the "Shares").
As counsel to the Company, we have examined the
Company's Certificate of Incorporation and such
records, certificates and other documents of the
Company, as well as relevant statutes, regulations,
published rulings and such questions of law, as we
considered necessary or appropriate for the purposes
of this opinion.
We assume that, prior to the sale of any Shares to
which the Registration Statement relates, appropriate
action will be taken to register and qualify such
Shares for sale, to the extent necessary, under any
applicable state securities laws.
Based on the foregoing, we are of the opinion that
the 2,562,831 outstanding Shares are validly issued,
fully paid and nonassessable and that the 1,020,754
Shares issuable upon conversion of the Company's
Convertible Notes, upon issuance in accordance with
the terms of the Convertible Notes, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to all
references to our firm in the Registration Statement.
In giving this consent, we do not hereby admit that
we come within the category of persons whose consent
is required under Section 7 of the Securities Act of
1933, as amended, or the General Rules and
Regulations thereunder.
Very truly yours,
Arent Fox Kintner Plotkin & Kahn
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of INTERSOLV, Inc. on Form S-3, of our
report dated June 9, 1995, on our audits of the consolidated
financial statements and the financial statement schedule of
INTERSOLV, Inc. as of April 30, 1995 and 1994, and for each of
the three years in the period ended April 30, 1995, which
report is included in the Company's 1995 Annual Report on Form
10-K.
COOPERS & LYBRAND LLP.
Baltimore, MD
February 20, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
TechGnosis International Inc.
We consent to the incorporation by reference in this
registration statement of Intersolv, Inc. of our report dated
March 6, 1995, with respect to the consolidated balance sheets
of TechGnosis International Inc. and subsidiaries as of
December 31, 1994 and 1993, and the related consolidated
statements of operations, stockholders' equity and cash flows
for each of the years in the three-year period ended December
31, 1994, which report appears in the Form 8-K/A, of Intersolv,
Inc. dated January 5, 1996.
KPMG Peat Marwick LLP
Boston, Massachusetts
February 20, 1996