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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 (Date of earliest event reported): October 24, 2001
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METASOLV, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-17920 75-2912166
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
5560 Tennyson Parkway
Plano, Texas 75024
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (972) 403-8300
Not Applicable
(Former name or former address, if changed since last report)
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Item 1. Other Events.
On October 11, 2001, the Board of Directors of MetaSolv, Inc. (the
"Company") authorized the issuance of one preferred share purchase right (a
"Right") with respect to each outstanding share of common stock, par value $.005
per share (the "Common Shares"), of the Company. The rights will be issued on
the record date of November 5, 2001 to the holders of record of Common Shares on
that date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth (1/1000) of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the
Company at a price of $45.00 per one one-thousandth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of
October 24, 2001 between the Company and Mellon Investor Services LLC, as Rights
Agent.
Detachment of Rights; Exercise. Initially, the Rights will attach to
all Common Share certificates representing outstanding shares and no separate
Right Certificate will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 business
days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
15% or more of the outstanding Voting Shares (as defined in the Rights
Agreement) of the Company and (ii) 10 business days following the commencement
or announcement of an intention to commence a tender offer or exchange offer the
consummation of which would result in any person or group becoming the
beneficial owner of the number of outstanding Voting Shares necessary to be an
Acquiring Person.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) with respect to any of the Common Shares outstanding on November 5,
2001, the Rights will be evidenced (A) with respect to Common Shares that are
held in certificated form, by the certificates representing such Common Shares
with a copy of the Summary of Rights attached, and (B) with respect to Common
Shares that are held in book-entry form, by a notation in the records of the
Rights Agent (and the records of the Company's transfer agent if different from
the Rights Agent), (ii) the Rights will be transferred with and only with the
Common Shares, (iii) new Common Share certificates issued after November 5,
2001, upon transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iv) the surrender for
transfer (A) of any certificates for Common Shares outstanding as of November 5,
2001, even without such notation or a copy of the Summary of Rights being
attached thereto, and (B) of any Common Shares held in book-entry form, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 4, 2011 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.
If an Acquiring Person were to acquire 15% or more of the Voting Shares
of the Company, each Right then outstanding (other than Rights beneficially
owned by the Acquiring Person which would become null and void) would become a
right to buy that number of Common Shares (or under certain circumstances, the
equivalent number of one one-thousandths of a Preferred Share) that at the time
of such acquisition would have a market value of two times the Purchase Price of
the Right.
If the Company were acquired in a merger or other business combination
transaction or assets constituting more than 50% of its consolidated assets or
earning power were sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current Purchase Price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction would have
a market value of two times the Purchase Price of the Right.
Preferred Shares. The dividend and liquidation rights, and the
non-redemption feature, of the Preferred Shares are designed so that the value
of one one-thousandth of a Preferred Share purchasable upon exercise of each
Right will approximate the value of one Common Share. The Preferred Shares
issuable upon exercise of the Rights will be non-
redeemable and rank junior to all other series of the Company's preferred stock.
Each whole Preferred Share will be entitled to receive a quarterly preferential
dividend equal to the greater of (i) $1.00 in cash or (ii) 1,000 times the
aggregate per share dividend declared on the Common Shares. In the event of
liquidation, the holders of the Preferred Shares will be entitled to receive a
preferential liquidation payment per whole share equal to the greater of (i)
$1,000 per share or (ii) 1,000 times the aggregate amount to be distributed per
Common Share. In the event of any merger, consolidation or other transaction in
which Common Shares are exchanged for or changed into other stock or securities,
cash or other property, each whole Preferred Share will be entitled to receive
1,000 times the amount received per Common Share. Each whole Preferred Share
shall be entitled to 1,000 votes on all matters submitted to a vote of the
stockholders of the Company, and Preferred Shares shall generally vote together
as one class with the Common Shares and any other capital stock on all matters
submitted to a vote of the stockholders of the Company.
The offer and sale of the Preferred Shares issuable upon exercise of
the Rights will be registered with the Securities and Exchange Commission and
such registration will not be effective until the Rights become exercisable.
Antidilution and Other Adjustments. The Purchase Price and the number
of one one-thousandths of a Preferred Share or other securities or property
issuable upon exercise of the Rights are subject to customary adjustments from
time to time to prevent dilution.
The number of outstanding Rights and the number of one one-thousandths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Exchange Option. At any time after the acquisition by an Acquiring
Person of beneficial ownership of 15% or more of the outstanding Voting Shares
of the Company and before the acquisition by an Acquiring Person of 50% or more
of the outstanding Voting Shares of the Company, the Board of Directors may, at
its option, issue Common Shares in mandatory redemption of, and in exchange for,
all or part of the then outstanding and exercisable Rights (other than Rights
owned by such person or group which would become null and void) at an exchange
ratio of one Common Share (or one one-thousandth of a Preferred Share) for each
two Common Shares for which each Right is then exercisable, subject to
adjustment.
Redemption of Rights. At any time prior to the time any person becomes
an Acquiring Person, the Board of Directors of the Company may redeem all but
not less than all the then outstanding Rights at a price of $.00001 per Right
(the "Redemption Price"). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
No Rights as Stockholder. Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
Amendment of Rights. The terms of the Rights may be amended by the
Board of Directors of the Company without the consent of the holders of the
Rights, including an amendment to extend the Final Expiration Date, and,
provided a Distribution Date has not occurred, to extend the period during which
the Rights may be redeemed, except that after any person becomes an Acquiring
Person, no such amendment may materially and adversely affect the interests of
the holders of the Rights.
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, form of
Certificate of Designation of Series A Junior Participating Preferred Stock,
form of Right Certificate, form of the Summary of Rights and the specimen of the
legend to be placed on new Common Share certificates, filed as exhibits hereto
and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
Not applicable.
(b) Pro form financial information.
Not applicable.
(c) Exhibits.
4.1. Rights Agreement, dated as of October 24, 2001, between the Company
and Mellon Investor Services LLC, as Rights Agent, specifying the
terms of the Rights, which includes the form of Certificate of
Designation of Series A Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the form
of the Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated herein by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-A dated October 24, 2001, filed with the
Securities and Exchange Commission on October 24, 2001).
99.1 Press Release dated October 24, 2001.
SIGNATURE
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.
METASOLV, INC.
By: /s/ T. Curtis Holmes
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Name: T. Curtis Holmes
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Title: President and Chief Operating Officer
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Date: October 24, 2001
S-1
EXHIBIT INDEX
4.1. Rights Agreement, dated as of October 24, 2001, between the Company
and Mellon Investor Services LLC, as Rights Agent, specifying the
terms of the Rights, which includes the form of Certificate of
Designation of Series A Junior Participating Preferred Stock as Exhibit
A, the form of Right Certificate as Exhibit B and the form of the
Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated herein by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-A dated October 24, 2001, filed with the
Securities and Exchange Commission on October 24, 2001).
99.1 Press Release dated October 24, 2001.