Registration No. 333- 91233
As filed with the Securities and Exchange Commission on March 5, 2002
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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METASOLV, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2912166
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5560 Tennyson Parkway (972) 403-8300
Plano, Texas 75024 (Telephone number, including
(Address, including zip code, of area code, of registrant's
registrant's principal executive offices) principal executive offices)
METASOLV, INC.
LONG-TERM INCENTIVE PLAN
Mr. Glenn Etherington
Chief Financial Officer
MetaSolv, Inc.
5560 Tennyson Parkway
Plano, Texas 75024
(972) 403-8300
(Name, address, including zip code and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered(1) offering price per aggregate offering registration fee(2)
to be registered share(2) price(2)
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Common Stock, par value 5,391,666 $6.06 $32,673,495 $3,006
$.005 per share
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(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.
(2) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the offering price of the registrant's Common Stock on February 27, 2002.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
This Registration Statement on Form S-8 relating to the Registrant's
Long-Term Incentive Plan is being filed to register additional securities of the
same class as other securities for which an earlier-filed registration statement
on Form S-8 relating to the Long-Term Incentive Plan is effective. Pursuant to
Instruction E of Form S-8, the contents of such earlier registration statement,
as amended by Post Effective Amendment No. 1 to such registration statement,
file no. 333-91233, which were filed with the Commission on November 18, 1999
and January 2, 2001, respectively, are incorporated by reference in this Form
S-8 Registration Statement.
2
SIGNATURES
The Registrant. 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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plano, State of Texas, on the 28/th/ day of
February, 2002.
MetaSolv, Inc.
By: /s/ JAMES P. JANICKI
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James P. Janicki
Chief Executive Officer
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POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James P. Janicki and Glenn Etherington, and each
of them singly, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his capacity as a director and/or
officer of MetaSolv, Inc.) to sign any and 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney on the dates as set forth below.
Signature Title Date
--------- ----- ----
/s/ JAMES P. JANICKI Chief Executive Officer and February 28, 2002
- ---------------------------- Director (Principal
James P. Janicki Executive Officer)
/s/ GLENN A. ETHERINGTON Chief Financial Officer February 28, 2002
- ---------------------------- Principal Financial and
Glenn A. Etherington Accounting Officer)
/s/ T. CURTIS HOLMES, JR. President, Chief Operating February 28, 2002
- ---------------------------- Officer and Director
T. Curtis Holmes, Jr.
/s/ ROYCE J. HOLLAND Director February 28, 2002
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Royce J. Holland
/s/ LAWRENCE J. BOUMAN Director February 28, 2002
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Lawrence J. Bouman
/s/ JOHN D. THORNTON Director February 28, 2002
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John D. Thornton
/s/ JOHN W. WHITE Director February 28, 2002
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John W. White
4
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on the dates as set forth below.
Signature Title Date
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/s/ JAMES P. JANICKI Chief Executive Officer February 28, 2002
- ---------------------------- and Director (Principal
James P. Janicki Executive Officer)
/s/ GLENN A. ETHERINGTON Chief Financial Officer February 28 ,2002
- ---------------------------- (Principal Financial and
Glenn A. Etherington Accounting Officer)
/s/ T. CURTIS HOLMES, JR. President, Chief Operating February 28, 2002
- ---------------------------- Officer and Director
T. Curtis Holmes, Jr.
/s/ ROYCE J. HOLLAND Director February 28, 2002
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Royce J. Holland
/s/ LAWRENCE J. BOUMAN Director February 28, 2002
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Lawrence J. Bouman
/s/ JOHN D. THORNTON Director February 28, 2002
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John D. Thornton
/s/ JOHN W. WHITE Director February 28, 2002
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John W. White
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Amended and Restated Certificate of Incorporation of
MetaSolv, Inc./1/
4.2 By-Laws of MetaSolv, Inc./2/
4.3 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./3/
4.4 MetaSolv, Inc. Long-Term Incentive Plan/2/
5 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of KPMG LLP
23.2 Consent of Sachnoff & Weaver, Ltd.
24 Powers of Attorney (contained on the signature page hereto)
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/1/ Incorporated by reference herein to Exhibit 3.1 to the Company's
Registration Statement on Form S-3 (File No. 333-67428).
/2/ Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 filed on March 29, 2001.
/3/ Incorporated by reference herein to Exhibit 4.1 to the Company's Current
Report on Form 8-A dated October 24, 2001 (File No. 000-28129).