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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): February 1, 2002
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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 75024
Plano, Texas (Zip Code)
(Address of principal 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 2. Acquisition or Disposition of Assets.
On February 1, 2002, MetaSolv Software, Inc., a Delaware corporation
(the "Company") and a wholly owned subsidiary of MetaSolv, Inc., a Delaware
corporation, acquired certain of the assets of the Service Commerce division of
Nortel Networks Limited for a cash purchase price of $35,000,000 (net of certain
adjustments) and the assumption of certain liabilities pursuant to the terms and
conditions of the Asset Purchase Agreement dated January 21, 2002 (the
"Agreement"), among the Company, as purchaser, Nortel Networks Limited, as
vendor, and MetaSolv, Inc., as guarantor.
The assets acquired consist primarily of intellectual property rights
and computer equipment used by Nortel in the operation of Service Commerce's
operational support system business. The Company intends to continue to use such
assets in the same general business. The acquisition was financed using the
Company's working capital.
The foregoing is qualified in its entirety by reference to the
Agreement and the press releases announcing the signing and the closing of the
acquisition, which are attached as exhibits hereto and are incorporated herein
by reference in their entirety.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
It is impracticable to provide the required financial statements at
this time. The required financial statements will be filed as soon as
practicable, but not later than 60 days after the date this report on
Form 8-K must be filed.
(b) Pro form financial information.
It is impracticable to provide the required proforma financial
information at this time. The required proforma financial information
will be filed as soon as practicable, but not later than 60 days after
the date this report on Form 8-K must be filed.
(c) Exhibits.
*2.1. Asset Purchase Agreement dated January 21, 2002, by and among Nortel
Networks Limited, as vendor, MetaSolv Software, Inc., as purchaser,
and MetaSolv, Inc., as guarantor.
*99.1 Press Release dated January 22, 2002.
*99.2 Press Release dated February 1, 2002.
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* Filed herewith.
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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/ James P. Janicki
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Name: James P. Janicki
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Title: Chief Executive Officer
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Date: February 15, 2002
S-1
EXHIBIT INDEX
*2.1. Asset Purchase Agreement dated January 21, 2002, by and among Nortel
Networks Limited, as vendor, MetaSolv Software, Inc., as purchaser, and
MetaSolv, Inc., as guarantor.
*99.1 Press Release dated January 22, 2002.
*99.2 Press Release dated February 1, 2002.
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*Filed herewith