SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 28, 2003 MERANT plc (Translation of Registrant's Name Into English) Abbey View, Everard Close, St. Albans, Herts England Al1 2PS (Address of Principal Executive Offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F X Form 40-F _____ - ------- (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3- 2(b) under the Securities Exchange Act of 1934.) Yes X No _____ - ------- (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 (b): 82-795.) LONDON STOCK EXCHANGE ANNOUNCEMENT For further information please contact: Merant Gerald Perkel Chief Executive Officer +1 (503) 617 2735 Gerry.Perkel@merant.co m Merant Scott Hildebrandt Chief Financial Officer +1 (503) 617 2401 Scott.Hildebrandt@merant.co m Financial Dynamics Harriet Keen, Emma Rutherford +44 (0) 20 7831 3113 Merant Directing Trustee to Purchase 4.3 Million Company Shares Purchase to provide shares for employee benefits programs administered under Merant Trust Programs St. ALBANS, UK and HILLSBORO, OREGON, US ? 27 February 2003 - Merant (London Stock Exchange (LSE): MRN; Nasdaq National Market (NNM): MRNT), a leading provider of software and services for managing code, content and other business-critical assets, announced today that, based on the approval of the Merant Board of Directors, it is directing Merant Trustees Limited, the trustee of Merant?s 1994 Employee Benefit Trust and 2003 Employee Benefit Trust, to commence the purchase of up to approximately 4.3 million ordinary shares (equating to approximately 4.2% of the Company's currently issued share capital) for use under Merant?s 1999 Employee Share Purchase Plan and 2003 Share Incentive Plan administered through such trusts. The specific periodic amounts purchased, timing, price to be paid and method of purchase shall be at the discretion of the trustee, subject to certain restrictions and price conditions imposed by Merant. These periodic purchases are expected to be funded out of the existing cash resources of Meran t group companies. The company is directing the trustee to initiate purchases beginning March 4, 2003. About Merant Merant?s software and services give companies the most flexible control of code, content and workflow, enabling them to better view, track, protect and re-use these business-critical assets. More than 90 of the Fortune 100 rely on Merant?s cost-effective solutions to automate business processes, significantly boosting productivity, visibility and overall ROI. For more information, please visit www.merant.com. Additional Information: NONE END SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MERANT plc (Registrant) Date: February 28, 2003 By: /s/ Stephen Going - -------------------------- - ------------ Stephen Going Vice President & General Counsel