SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-14292
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [X] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: April 30, 2001
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[ ] Transition Report on Form 10-K [ ] Transition Report of Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant: MERANT plc
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Former name if applicable:
Micro Focus Group Public Limited Company
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Address of principal executive office (Street and number):
The Lawn, 22-30 Old Bath Road
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City, state and zip code: Newbury, Berkshire RG141QN, England
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PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
On August 10, 2001, the Registrant completed the disposal of its
Application, Creation and Transformation ("ACT") Division. As a result of
this disposal, the Registrant's auditors, Ernst & Young LLP advised the
Registrant that it would need to restate certain financial statements to
reflect the ACT Division as discontinued operations. Thus, in addition to
completing its audit, the Registrant also needed to restate its financial
statements. The Registrant has been in the process of completing these
restatements. Much of the information from these restated financial
statements will also be used in the Form 20-F. As a result, the Registrant
cannot file the Form 20-F for the fiscal year ended April 30, 2001 within
the prescribed time period because it needs additional time to incorporate
the restatement of its financial statements and related information to
reflect the disposition of a division following the end of its fiscal
year.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Leo Millstein, VP -- General Counsel 301-838-5468
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(Name) (Area code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
Following is an explanation of the anticipated change:
The characterization of one of the Registrant's three operating divisions
as discontinued operations will materially affect its fiscal year 1999,
2000 and 2001 financial results.
MERANT plc
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(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
MERANT PLC
Date: October 30, 2001 By: /s/ Ken Sexton
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Ken Sexton
Chief Financial Officer