Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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META GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-0971675
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
208 Harbor Drive
Stamford, Connecticut 06912-0061
(203) 973-6700
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Dale Kutnick
President and Chief Executive Officer
META GROUP, INC.
208 Harbor Drive
Stamford, Connecticut 06912-0061
(203) 973-6700
(Name, Address,Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copy to:
MARK J. MACENKA, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. (X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ( )
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CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Title of Shares Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration
Per Share(1) Offering Price(1) Fee (2)
________________________________________________________________________________
Common Stock,
$.01 par value
per share 145,227 $19,5625 $2,841,003.19 $789.80
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the registration
fee has been calculated based upon the average of the high and low prices per
share of the Common Stock of META Group, Inc. on the Nasdaq National Market on
November 17, 1998.
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 19, 1998
PROSPECTUS
145,227 Shares
META Group, Inc.
COMMON STOCK
Certain stockholders (the "Selling Stockholders") of META Group, Inc.
("META" or the "Company") are offering and selling from time to time up to
145,227 shares (the "Shares") of common stock, $.01 par value per share (the
"Common Stock"), of the Company under this prospectus. The Selling Stockholders
have indicated that sales of their Shares may be made by the methods described
in the section entitled "Plan of Distribution" in this Prospectus.
The Selling Stockholders are former stockholders of The Sentry Group,
Inc. ("Sentry"). They acquired the Shares in connection with the merger (the
"Sentry Merger") of a wholly-owned subsidiary of the Company with and into
Sentry pursuant to an Agreement and Plan of Merger dated as of September 23,
1998 (the "Merger Agreement"). Sentry is now a wholly-owned subsidiary of the
Company.
The Company will not receive any of the proceeds from the resale of the
Shares. The Company has agreed to bear all of the expenses in connection with
the registration and resale of the Shares (other than selling commissions and
the fees and expenses of counsel or other advisors to the Selling Stockholders).
The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "METG." On November 18, 1998, the last reported sale price for
the Common Stock on the Nasdaq National Market was $19.375 per share. META's
principal offices are located at 280 Harbor Drive, Stamford, Connecticut 06912
and the Company's telephone number is (203) 973-6700.
See "Risk Factors" on page 2 for information that should be considered
by prospective investors.
-----------------------
The Shares have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor have those
organizations determined that this prospectus is accurate and complete.
Any representation to the contrary is a criminal offense.
Prospective investors should rely only on the information contained in
this prospectus or information specifically incorporated by reference in this
prospectus. The Company has not authorized anyone to provide prospective
investors with information that is different.
Neither the delivery of this prospectus, nor any sale of the Shares,
shall create any implication that the information in this Prospectus is correct
after the date hereof.
This prospectus is not an offer to or soliciation of any person in any
jurisdiction in which such offer or soliciation is illegal.
The information contained in this prospectus is subject to completion
or amendment. A registration statement relating to the Shares has been filed
with the Securities and Exchange Commission. The Shares may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective.
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The date of this Prospectus is November __, 1998
<PAGE> 2
RISK FACTORS
The Company does not provide forecasts of its future financial
performance. From time to time, however, information provided by the Company or
statements made by its employees may contain "forward looking" information that
involve risks and uncertainties. In particular, statements contained in this
Prospectus (and in the documents incorporated by reference into this Prospectus)
which are not historical facts (including, but not limited to, statements
concerning international revenues, anticipated operating expense levels and such
expense levels relative to the Company's total revenues) constitute forward
looking statements and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results of
operations and financial condition have varied and may in the future vary
significantly from those stated in any forward-looking statements. Factors that
may cause such differences include, without limitation, the risks, uncertainties
and other information discussed within this Prospectus (and in the documents
incorporated by reference into this Prospectus), as well as the accuracy of the
Company's internal estimates of revenue and operating expense levels.
The following risk factors should be read in conjunction with the
detailed information in this Prospectus (and in the documents incorporated by
reference into this Prospectus). The following factors, among others, could
cause actual results to differ materially from those contained in forward
looking statements contained or incorporated by reference in this Prospectus and
presented by management from time to time. Such factors, among others, may have
a material adverse effect upon the Company's business, results of operations and
financial condition.
Dependence on Renewals of Subscription-Based Services
The Company derived approximately 82% of its total revenues in 1997
from subscriptions to the Company's Continuous Services. In the nine months
ended September 30, 1998, the Company derived approximately 81% of its total
revenues from subscriptions to its Continuous Services. Seventy-five percent of
the Company's Continuous Service clients renewed at least one subscription in
1997. The Company, however, may not be successful in maintaining its
subscription renewal rates. The Company's ability to renew subscriptions is
subject to a number of risks, including the following:
. The Company may be unsuccessful in delivering consistent, high
quality and timely analysis and advice to its clients.
. The Company may not be able to hire and retain large and growing
number of highly talented professionals in a very competitive
job market.
. The Company may be unsuccessful in understanding and anticipating
market trends and the changing needs of its clients.
. The Company may not be able to deliver products and services of the
quality and timeliness to withstand competition.
If the Company is unable to successfully maintain its subscription renewal rates
or sustain the necessary level of performance, such an inability could have a
material adverse effect on the Company's business and financial results.
<PAGE> 3
Potential Fluctuations in Operating Results
The Company's operating results have varied significantly from quarter
to quarter. The Company expects future operating results to fluctuate due to
several factors, many of which are not in the Company's control:
. the disproportionately large portion of the Company's Continuous
Services subscriptions that expire in the fourth quarter;
. the level and timing of renewals of subscriptions to the Company's
Continuous Services;
. the timing and amount of new business generated by the Company;
. the mix of domestic versus international business;
. the timing of the development, introduction and marketing of new
products and services;
. the timing of the hiring of research analysts, consultants, and
sales representatives;
. changes in the spending patterns of the Company's clients;
. the Company's accounts receivable collection experience;
. changes in market demand for IT research and analysis; and
. competitive conditions in the industry.
Due to these factors, the Company believes period-to-period comparisons of
results of operations are not necessarily meaningful and should not be relied
upon as an indication of future results of operations. The potential
fluctuations in the Company's operating results make it likely that, in some
future quarter, the Company's operating results will be below the expectations
of securities analysts and investors, which could have a material adverse effect
on the price of the Company's Common Stock.
Risks Associated with International Operations
Net revenues attributable to international clients represented
approximately 13% of the Company's total Continuous Services revenues for the
year ended December 31, 1997 and approximately 14% of the Company's total
Continuous Services revenues for the nine months ended September 30, 1998.
The Company sells its products internationally through a network of 36
independent sales representative organizations. The Company assumes
significantly greater risk by selling through independent sales
representative organizations than through a direct employee sales force.
These risks to the Company include:
. greater accounts receivable collection risk (because the Company
relies on the sales representative organization to invoice and
collect receivables);
. longer accounts receivable collection cycles;
<PAGE> 4
. the financial health of individual sales representative
organizations;
. developing and managing relationships sales representative
organizations;
. greater difficulty in maintaining direct client contact;
. fluctuations in exchange rates;
. political, social, and economic conditions in various jurisdictions;
. tariffs and other trade barriers; and
. potentially adverse tax consequences.
The Company expects that international operations will continue to
account for a significant portion of its revenues and intends to continue to
expand its international operations. Expansion into new geographic territories
may require considerable management and financial resources and may negatively
impact the Company's near-term results of operations. If the Company is unable
to successfully manage the risks associated with international operations, such
an inability could have a material adverse effect on the Company's business and
financial results.
Risks of Failing to Anticipate Changing Market Needs
The Company's success depends in part upon its ability to anticipate
rapidly changing technologies and market trends and to adapt its Continuous
Services to meet the changing information and analysis needs of IT users.
Frequent and often dramatic changes, including the following, characterize the
IT industry:
. introduction of new products and obsolescence of others;
. shifting strategies and market positions of major industry
participants;
. paradigm shifts with respect to system architectures; and
. changing objectives and expectations of IT users and vendors.
This environment of rapid and continuous change presents significant
challenges to the Company's ability to provide its clients with current and
timely analysis and advice on issues of importance to them. The Company commits
substantial resources to meeting these challenges. If the Company fails to
provide insightful timely analysis of developments and assessment of
technologies and trends in a manner that meets changing market needs, such a
failure could have a material and adverse effect on the Company's future
operating results.
Dependence on Ability to Attract and Retain Qualified Personnel
The Company needs to hire, train and retain a significant number of
additional qualified employees to execute its strategy and support its growth.
In particular, the Company needs trained research analysts,
consultants, sales representatives and product development and operations
staff. The Company continues to experience intense competition in recruiting and
retaining qualified employees. First, the pool of experienced candidates is
small. Second, the Company competes for qualified employees against many
<PAGE> 5
companies, including Gartner Group, that have substantially greater
financial resources than the Company. If the Company is unable to successfully
hire, retain and motivate a sufficient number of qualified employees, such an
inability will have a material adverse effect on the Company's business and
financial results.
Competition
The IT research and analysis industry is extremely competitive. The
Company competes directly with other independent providers of similar services
and indirectly with the internal staffs of current and prospective client
organizations. The Company's principal direct competitor, Gartner Group, has a
substantially longer operating history and has considerably greater financial
resources and market share than the Company. The Company also competes
indirectly with larger electronic and print media companies and consulting
firms. The Company's indirect competitors, many of which have
substantially greater financial, information gathering and marketing resources
than the Company, could choose to compete directly against the Company in the
future.
The Company's market has few barriers to entry. New competitors could
easily compete against the Company in one or more market segments addressed by
the Company's Continuous Services. The Company's current and future competitors
may develop products and services that are more effective than the
Company's products. Competitors may also produce their products and services at
less cost and market them more effectively. If the Company is unable to
successfully compete against existing or new competitors, such an inability will
have a material adverse effect on the Company's operating results and would
likely result in pricing pressure and loss of market share.
Risks Associated With New Product Development
The Company's future success depends on its ability to develop or
acquire new products and services that address specific industry and business
sectors, changes in client requirements and technological changes in the IT
industry. The process of internally researching, developing, launching and
gaining client acceptance of a new product or service is inherently risky and
costly. Assimilating and marketing an acquired product or service is also risky
and costly. The Company has introduced few new products or services and has had
limited experience in managing strategic investments. From April, 1996 to
October, 1998, the Company invested $9.8 million in several companies whose
products, services and/or distribution channels complement the Company's
business. If the Company is unable to develop new products and services
or manage its strategic investments, such inabilities could have a material
adverse effect on the Company's operating results.
Dependence on Key Personnel
The Company relies, and will continue to rely, in large part on its key
management, research, consulting, sales, product development and operations
personnel. The Company's success in part depends on its ability to motivate and
retain highly qualified employees. If Dale Kutnick (President, Chief Executive
Officer and Co-Research Director) and/or other senior officers of the Company
leave the Company, such loss or losses could have a material adverse effect on
the Company.
Risk of Product Pricing Limiting Potential Market
The Company's pricing strategy may limit the potential market for the
Company's Continuous Services to substantial commercial and governmental users
<PAGE> 6
and vendors of IT. As a result, the Company may be required to reduce prices for
its Continuous Services or to introduce new products with lower prices in order
to expand or maintain its market share. These actions could have a material
adverse effect on the Company's business and results of operations.
Management of Growth
Since inception, the Company's operations have changed substantially
due to the expansion and growth of the Company's business. Growth places
significant demands on the Company's management, administrative, operational and
financial resources. The Company's ability to manage growth, should it continue
to occur, will require the Company to continue to improve its systems and to
motivate and effectively manage an evolving workforce. If the Company's
management is unable to effectively manage a changing and growing business, the
quality of the Company's products, its retention of key employees and its
results of operations could be materially adversely affected.
Risk of Failure to Integrate Recent Acquisition and Risks Associated with
Potential Acquisitions
As part of its business strategy, the Company buys, or makes
investments in, complementary businesses, products and services. If the Company
finds a business it wishes to acquire, the Company could have difficulty
negotiating the terms of the purchase, financing the purchase, and assimilating
the employees, products and operations of the acquired business. Acquisitions
may disrupt the ongoing business of the Company and distract management.
Furthermore, acquisition of new business may not lead to the successful
development of new products, or if developed, such products may not achieve
market acceptance or prove to be profitable. A given acquisition may also have a
material adverse effect on the Company's financial condition or results of
operations. In addition, the Company may be required to incur debt or issue
equity to pay for any future acquisitions.
On October 20, 1998, the Company acquired The Sentry Group, Inc., an IT
consulting group. The Sentry acquisition required extensive management time with
respect to the negotiation and consummation of the transaction. The Company
expects that the time and costs associated with the integration of the Sentry
business into the Company's existing META Group Consulting division will be
significant. The Company may not be able to successfully integrate the Sentry
business, and any such inability could have a material adverse affect on the
Company's operations and financial results.
Risks Associated with Year 2000
The following disclosure may be deemed "Year 2000 Readiness Disclosure"
pursuant to the Year 2000 Information and Readiness Disclosure Act.
The primary risk to the Company in the event of non-compliance with
Year 2000 issues is a disruption of customer fulfillment. As a significant
portion of the Company's clients choose to have the Company's products delivered
via the internet, failure of that system could prevent customers from accessing
the Company's products via the Company's internet site. Likewise, failure of the
telephone systems would prevent the Company from speaking with its customers
directly, which is an integral part of the Company's service and products. Also,
failure of the Company's client information system would result in potential
delays in responding to customers' inquiries.
In addition to the risks to the Company's systems as they relate to
customer service, Year 2000 issues present the following additional risks to the
Company:
<PAGE> 7
. Because the Company's business results from selling knowledge based
research on a wide variety of IT issues, the short term demand for
certain of the Company's products could potentially be hindered
while customers and potential customers focus immediate resources on
fixing their own Year 2000 issues. Although the Company's products
include advisory services on Year 2000 issues, and therefore could
potentially increase business for the Company, such impacts cannot
be estimated by the Company at this time. As such, there remains a
risk that a shift in the focus of customers' and potential
customers' discretionary IT spending could have a material adverse
effect on the Company's business, operating results and financial
condition.
. Part of the Company's services to its customers involves forming
opinions and making suggestions with regard to IT issues. As such,
customers rely on the Company for advice when making IT related
decisions that involve Year 2000 issues. Because of the overall
risk of litigation associated with the Year 2000 issue, there exists
a risk that the Company could face legal action from a customer or
be named as a co-defendant in an action by a third party against a
customer. The likelihood of such legal actions occurring, and the
potential related costs, cannot be estimated by the Company at this
time.
. Failure of certain systems of third parties due to Year 2000 issues
could potentially create the risk of impairment of certain assets of
the Company. In particular, the Company currently has over $32
million in marketable securities, which are primarily invested in
unsecured, short-term, investment grade, corporate debt instruments
(commercial paper). Financial impairment to certain investees, or a
collapse of the securities markets in general, would potentially
have a material adverse effect on the Company's financial position.
In addition, the Company currently has over $25 million in accounts
receivable from customers and international sales representative
organizations, as well as significant investments in other
companies. Financial impairment to certain of such companies due to
Year 2000 issues could potentially have a material adverse effect on
the Company's financial position and results of operations. The
likelihood of such impairments occurring, and the potential related
costs, cannot be estimated by the Company at this time.
<PAGE> 8
THE COMPANY
META is an independent market assessment company providing research and
analysis of developments, trends and organizational issues relating to the
computer hardware, software, communications and related information technology
("IT") industries to IT users and vendors. IT user organizations utilize META's
research, analysis and recommendations to develop and employ cost-effective
strategies for selecting and implementing timely IT solutions and for aligning
these solutions with business priorities. IT vendors use META's services for
help in product positioning, marketing and market planning, as well as for
internal IT decision making.
USE OF PROCEEDS
The Company will not receive any proceeds from the resale of the Shares
of Common Stock by the Selling Stockholders hereunder. See "Selling
Stockholders" and "Plan of Distribution." The principal purpose of this offering
is to effect an orderly disposition of the Selling Stockholders' Shares.
<PAGE> 9
SELLING STOCKHOLDERS
The following table sets forth as of November 19, 1998, the name of
each Selling Stockholder, the number of shares of Common Stock of the Company
owned before this offering by each Selling Stockholder and the maximum number of
Shares that each Selling Stockholder may offer and sell pursuant to this
Prospectus. Each of the Selling Stockholders owns less than 1% of all of the
outstanding shares of Common Stock of the Company prior to this offering. Since
the Selling Stockholders may sell all, some or none of their Shares, no estimate
can be made of the aggregate number or percentage of shares of Common Stock of
the Company that each Selling Stockholder will own upon completion of the
offering to which this Prospectus relates. Accordingly, each Selling Stockholder
has been presumed to sell all of his, her or its Shares offered hereby for
purposes of calculating the "Shares Owned After Offering" in the table below.
See "Plan of Distribution." None of the Selling Stockholders has had any
material relationship with the Company or any of its affiliates within the past
three years except as described below.
The Shares offered by this Prospectus may be offered from time to time
by and for the respective accounts of the Selling Stockholders named below or
their pledgees, donees, transferees, distributees or successors-in-interest.
<PAGE>11
<TABLE>
<CAPTION>
Shares Shares Offered Shares
Owned before Pursuant to Owned After
Selling Stockholders Offering this.Prospectus Offering
- -------------------- ------------- --------------- -------------
<S> <C> C> <C>
Safeguard Scientifics (Delaware), Inc.1 85,466 58,117 27,349
William A. Gannon, Sr. 25,351 17,239 8,112
Robert H. Cawly3 15,089 15,089 0
Kirk K. Reiss4 13,001 13,001 0
Patricia A. Cawly 9,505 9,505 0
William A. Gannon, Jr. 5 8,698 8,698 0
Carol G. Gannon 6,337 4,309 2,028
Carl G. Sempier 6 5,285 3,594 1,691
</TABLE>
- ----------------------------
1 Prior to the Sentry Merger, was a principal stockholder of Sentry and The
Value Sourcing Group, Inc. ("Value"), a predeccessor of Sentry, had the right
to elect members of the Board of Sentry and provided administrative and
other services to Sentry pursuant to a services agreement.
2 Former Chairman of the Board of Sentry.
3 Former President and Chief Executive Officer of Sentry.
4 Former Senior Vice President of Sentry and Vice President and Secretary of
Value.
5 Former President of Sentry Research and Analyst Services, a division of Senty.
6 Former Director of Sentry and Chairman of the Board of Value.
<PAGE> 10
<TABLE>
<CAPTION>
Shares Shares Offered Shares
Owned before Pursuant to Owned After
Selling Stockholders Offering this.Prospectus Offering
- -------------------- ------------- --------------- -------------
<S> <C> C> <C>
Damon P. Gannon 4,752 3,231 1,521
William D. Hoffman 1,585 1,585 0
Kathleen M. Flynn 7 1,538 1,538 0
Michael P. Walsh 8 1,282 1,282 0
Donald R. Caldwe ll 980 666 314
Charles A. Root 980 666 314
Phillip J. Morrison 845 845 0
Thomas B. Hickey 9 792 792 0
James A. Ounsworth 727 494 233
Gerald M. Wilk 727 494 233
Robert D. Kelley 704 704 0
David R. Brousell 10 591 591 0
Glenn T. Rieger 545 371 174
Michael W. Miles 545 371 174
Thomas C. Lynch 474 322 152
Jerry L. Johnson 474 322 152
The Robert DeN. Cope 1995 Trust11 316 316 0
Delbert W. Johnson 316 215 101
Paul M. Beals 264 264 0
Anthony W. Stein 264 264 0
- --------------------------------
7 Former Vice President, Controller of Sentry.
8 Former Senior Vice President of Sentry.
9 Former Senior Vice President of Sentry.
10 Former Vice President, Editorial Director of Sentry.
11 The grantor of The Robert DeN. Cope 1995 Trust, Robert DeN. Cope, Esq., is
the former Clerk of, and former outside counsel to, Sentry.
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
Shares Shares Offered Shares
Owned before Pursuant to Owned After
Selling Stockholders Offering this.Prospectus Offering
- -------------------- ------------- --------------- -------------
<S> <C> C> <C>
Steven J. Rosard 221 150 71
Walter W. Buckley 166 113 53
John B. Hartman 79 79 0
</TABLE>
Each of the Selling Stockholders acquired his, her or its Shares in
connection with the Sentry Merger pursuant to the Merger Agreement. Pursuant to
the terms of the Registration Rights Agreement dated as of October 20, 1998,
between the Company and each of the Selling Stockholders (the "Registration
Rights Agreement"), 145,227 of the 195,066 shares of Common Stock issued to the
Selling Stockholders in connection with the Sentry Merger are being offered
hereby. Such registration rights are more fully described in the Registration
Rights Agreement incorporated by reference as Exhibit 4.2 herein.
An aggregate of 44,965 shares of Common Stock issued to the Selling
Stockholders and a certain other stockholder of the Company are being held in
escrow pursuant to the Merger Agreement. These shares may be used to satisfy
indemnification claims in accordance with the escrow agreement incorporated by
reference as Exhibit 4.2 herein and the Merger Agreement. Certain of the Selling
Stockholders are presently employed by Sentry in its capacity as a wholly-owned
subsidiary of the Company. The Sentry Merger was accounted for as a purchase for
financial accounting purposes.
Each of the Selling Stockholders represented to the Company, in
connection with the completion of the Sentry Merger, that he was acquiring the
Shares from the Company without any present intention of effecting a
distribution of those Shares. In recognition of the fact that the Selling
Stockholders may want to be able to sell their shares when they consider
appropriate, the Company agreed to file with the Commission a Registration
Statement on Form S-3 (of which this Prospectus is a part) to permit the public
sale of the Shares by the Selling Stockholders from time to time and to use its
commercially reasonable efforts to keep the Registration Statement effective
until October 20, 1999. The Company will prepare and file such amendments and
supplements to the Registration Statement as may be necessary to keep it
effective until October 20, 1999; provided, however, that the rights of the
Selling Stockholders to resell the Shares pursuant to this Prospectus may be
suspended by the Company under certain circumstances as set forth in the
Registration Rights Agreement.
Pursuant to the Registration Rights Agreement, the Company has agreed
to bear all expenses in connection with the registration and resale of the
Shares (other than underwriting discounts and selling commissions and the fees
and expenses of counsel and other advisors to the Selling Stockholders). See
"Plan of Distribution." The Registration Rights Agreement provides that the
Company will indemnify the Selling Stockholders for any losses incurred by them
in connection with actions arising from any untrue statement of a material fact
in the Registration Statement or any omission of a material fact required to be
stated therein, unless such statement or omission was made in reliance upon
information furnished to the Company by the Selling Stockholder or corrected in
an amended prospectus not delivered prior to confirmation of sale. Similarly,
the Registration Rights Agreement provides that each Selling Stockholder will
indemnify the Company and its officers and directors for any losses incurred by
them in connection with any action arising from any untrue statement of material
fact in the Registration Statement or any omission of a material fact required
to be stated therein, if such statement or omission was made in reliance on
written information furnished to the Company by such Selling Stockholder.
<PAGE>12
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
<PAGE>13
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholders for their own accounts. The Company will receive none of the
proceeds from this offering. The Company will bear all costs and expenses
incident to the offering and sale of the Shares to the public, including without
limitation, legal fees and disbursements of counsel for the Company, "blue sky"
expenses, accounting fees and filing fees, but excluding any underwriting or
brokerage commissions or similar charges and legal fees and disbursements of
counsel for the Selling Stockholders, if any.
Resales of the Shares by the Selling Stockholders are not subject to
any underwriting agreement. The Shares covered by this Prospectus may be sold by
the Selling Stockholders or by pledgees, donees, transferees, distributees or
successors-in-interest. In addition, certain of the Selling Stockholders are
corporations or trusts which may, in the future, distribute their shares
to their shareholders or trust beneficiaries,respectively. Those shares may
later be sold by those shareholders or trust beneficiaries. The Shares
offered by each Selling Stockholder may be sold from time to time at market
prices prevailing at the time of sale, at prices relating to such prevailing
market prices or at negotiated prices. Such sales may be effected in the
over-the-counter market, on the Nasdaq National Market, or on any exchange on
which the Shares may then be listed. The Shares may be sold by one or more of
the following: (a) one or more block trades in which a broker or dealer so
engaged will attempt to sell all or a portion of the Shares held by the Selling
Stockholders as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (d) in negotiated transactions, and (e) through
other means. There is no assurance that any of the Selling Stockholders will
sell any or all of the Shares offered by them. The Selling Stockholders may
effect such transactions by selling Shares through customary brokerage channels,
either through broker-dealers acting as agents or brokers, or through
broker-dealers acting as principals, who may then resell the Shares, or at
private sales or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions, commissions, or fees from the
Selling Stockholders and/or purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). Any broker-dealers that participate with the Selling
Stockholders in the distribution of the Shares may be deemed to be underwriters
and any commissions received by them and any profit on the resale of the Shares
positioned by them might be deemed to be underwriting compensation, within the
meaning of the Securities Act, in connection with such sales.
The Company intends to maintain the effectiveness of this Prospectus
until October 20, 1999 pursuant to the Company's obligations under the
Registration Rights Agreement by and among the Selling Stockholders and the
Company; provided, however, that the rights of the Selling Stockholders to
resell the Shares pursuant to this Prospectus may be suspended by
the Company under certain circumstances, as set forth in the Registration Rights
Agreement.
The Company will inform the Selling Stockholders that the
antimanipulation rules under the Exchange Act (Regulation M - Rule 102) may
apply to sales in the market and will furnish the Selling Stockholders upon
request with a copy of these rules. The Company will also inform the Selling
Stockholders of the need for delivery of copies of this Prospectus.
<PAGE>14
Any Shares covered by the Prospectus that qualify for resale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Common Stock is quoted on the Nasdaq National Market under the
symbol "METG."
LEGAL MATTERS
The legality of the Shares is being passed upon by Testa, Hurwitz &
Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The financial statements of the Company as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997
incorporated by reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors. Such financial statements have been so
included in reliance on the report of such independent auditors given on the
authority of said firm as experts in auditing and accounting.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be read and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices
located at Seven World Trade Center, New York, New York 10048, and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies may also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The public may obtain information on
the operation of the public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 by calling the Commission at 1-800-SEC-0330. In addition,
the Commission maintains an Internet site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The Common Stock of
the Company is quoted on the Nasdaq National Market. Reports, proxy statements
and other information concerning the Company may be inspected at the offices of
the National Association of Securities Dealers, Inc. located at 1735 K Street,
N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Shares offered hereby. This Prospectus does not contain all information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information regarding the Company and the Shares offered hereby, reference is
hereby made to the Registration Statement and to the exhibits and schedules
filed therewith. Statements contained in this Prospectus regarding the contents
of any agreement or other document filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance reference is made
to the copy of such document filed as an exhibit to the Registration Statement
for a more complete description of the matters involved. The Registration
<PAGE> 15
Statement, including the exhibits and schedules thereto, may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 or through its Internet site
(http://www.sec.gov).
META GROUP(R) is a registered trademark of the Company. The META GROUP
logo(TM), META(TM), META DELTAS(TM), META FAX(TM), META FLASH(TM), and META
TRENDS(TM) are trademarks of the Company.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
1. The Company's Annual Report of Form 10-K for the year ended
December 31, 1997 filed pursuant to the Exchange Act which
contains audited financial statements for each of the three years
in the period ended December 31, 1997 (File No. 0-27280).
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998 (File
No. 0-27280).
3. The Company's Current Reports on Form 8-K dated April 27, 1998
(filed on June 12, 1998) and dated October 20, 1998 (filed on
November 3, 1998) (File No. 0-27280).
4. The section entitled "Description of Registrant's Securities to be
Registered" contained in the Company's Registration Statement on
Form 8-A filed pursuant to Section 12(g) of the Exchange Act on
November 24, 1995, and incorporating by reference the information
contained in the Company's Registration Statement on Form S-1, SEC
File No. 33-97848, as amended.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of the Shares, shall be deemed to be incorporated by reference in this
Prospectus and made a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or in any Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents unless such exhibits
are specifically incorporated by reference into such documents). Requests for
such copies should be directed to META Group, Inc., Attention: Investor
Relations Department, 208 Harbor Drive, Stamford, Connecticut 06912-0061,
telephone number (203) 973-6700.
<PAGE>16
============================================= =========================
No dealer, sales representative or any other
person has been authorized to giveany
information or to make any representations in
connection with this offering other than those 145,227 Shares
contained in this prospectus, and, if given
or made, such information or representations
must not be relied upon as having been authorize
by the Company or any of the Selling Stockholders.
This Prospectus does not constitute an offer META GROUP, INC.
to sell, or a solicitation of an offer to
buy, any securities other than the registered
securities to which it relates or an offer Common Stock
to, or a solicitation of, any person in any
Jurisdiction where such offer or
solicitation would be unlawful. Neither the
delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances,
create any implication that there has been no
change in the affairs of the Company since the
date hereof or that the information contained
herein is correct as of any time subsequent to ------------------
the date hereof. PROSPECTUS
------------------------- November __ , 1998
TABLE OF CONTENTS
------------------
PAGE
----
Risk Factors............................. 2
The Company.............................. 8
Use of Proceeds.......................... 8
Selling Stockholders..................... 9
Plan of Distribution..................... 13
Legal Matters........................... 14
Experts................................. 14
Available Information................... 14
Incorporation of Certain Information
by Reference........................... 15
================================================== ==========================
<PAGE> II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses payable in connection with the sale of the Common
Stock offered hereby are as follows:
SEC Registration fee.............................. $789.80
Nasdaq Additional Listing fee..................... 509.00
Legal fees and expenses........................... 30,000.00
Accounting fees and expenses...................... $3,000.00
Total....................................... $34,298.80
The Company will bear all expenses shown above. All amounts other than
the SEC Registration fee and the Nasdaq Additional Listing fee are estimated
solely for the purpose of this offering.
Item 15. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation contains certain provisions
permitted under the Delaware General Corporation Law (the "DGCL") relating to
the liability of directors. These provisions eliminate a director's personal
liability for monetary damages resulting from a breach of fiduciary duty, except
in certain circumstances involving certain wrongful acts, such as (i) for any
breach of the director's duty of loyalty to the Company, or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derives an improper personal
benefit. These provisions do not limit or eliminate the rights of the Company or
any stockholder to seek non-monetary relief, such as an injunction or
rescission, in the event of a breach of a Director's fiduciary duty. These
provisions will not alter a director's liability under federal securities laws.
The Company's Certificate of Incorporation also contains provisions indemnifying
the directors and officers of the Company, to the fullest extent permitted by
the DGCL. The Company believes that these provisions will assist the Company in
attracting and retaining qualified individuals to serve as directors.
Reference is hereby made to Section 2.3 of the Registration Rights
Agreement filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated
October 20, 1998, filed on November 3, 1998, for a description of
indemnification arrangements between the Company and the Selling Stockholders,
pursuant to which the Selling Stockholders are obligated, under certain
circumstances, to indemnify directors, officers and controlling persons of the
Company against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the "Act").
Item 16. Exhibits.
Exhibits
2.1 Agreement and Plan of Merger by and among META Group, Inc., MG
Acquisition Corporation and The Sentry Group, Inc. dated as of
September 23, 1998 ("Agreement and Plan of Merger") (with
certain confidential information deleted) (filed as Exhibit
2.1 to Registrant's Current Report on Form 8-K dated October
20, 1998, filed on November 3, 1998 (File No. 0-27280) and
incorporated herein by reference).
<PAGE> II-2
2.2 Amendment No. 1 to Agreement and Plan of Merger (filed as
Exhibit 2.2 to Registrant's Current Report on Form 8-K dated
October 20, 1998, filed on November 3, 1998 (File No. 0-27280)
and incorporated herein by reference).
4.1 Specimen certificate representing the Common Stock (filed as
Exhibit 4.1 to Registrant's Registration Statement on Form S-1
(File No. 33-97848) and incorporated herein by reference).
4.2 Registration Rights Agreement dated as of October 20, 1998 by
and among META Group, Inc. and certain stockholders of The
Sentry Group, Inc. listed on the signature pages thereto
(filed as Exhibit 4.1 to Registrant's Current Report on Form
8-K dated October 20, 1998, filed on November 3, 1998 (File
No.
0-27280) and incorporated herein by reference).
4.3 Escrow Agreement dated as of October 20, 1998 among META
Group, Inc., Peter A. Naber and State Street Bank and Trust
Company (filed as Exhibit 4.2 to Registrant's Current Report
on Form 8-K dated October 20, 1998, filed on November 3, 1998
(File No. 0-27280) and incorporated herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
24.1 Powers of Attorney (included as part of the signature page to
this Registration Statement).
<PAGE>II-3
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
(2) that, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) to remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(4) If the registrant is a foreign private issuer, to file a post
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not
be furnished, provided, that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information necessary to
ensure that all other information in the prospectus is at least as current
as the date of those financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
<PAGE> II-4
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, META Group, Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on this 19th day of November, 1998.
META GROUP, INC.
By: /s/ Bernard F. Denoyer
----------------------
Bernard F. Denoyer
Senior Vice President- Finance,
Chief Financial Officer and Treasurer
POWER OF ATTORNEY
We, the undersigned officers and directors of META Group, Inc., hereby
severally constitute and appoint Dale Kutnick and Bernard F. Denoyer, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
any amendments to this Registration Statement on Form S-3 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable META Group, Inc., to comply with
the provisions of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title(s) Date
--------- -------- ----
/s/ Dale Kutnick Chief Executive Officer, President and November 19, 1998
- -------------------- Director (Principal Executive Officer)
Dale Kutnick
/s/ Bernard Denoyer Senior Vice President- Finance, Chief November 19, 1998
- -------------------- Financial Officer and Treasurer
Bernard Denoyer (Principal Financial and Accounting
Officer)
Director
- --------------------
Mark Butlein
/s/ Francis Saldutti Director November 19, 1998
- --------------------
Francis Saldutti
/s/ Harry S. Gruner Director November 19, 1998
- --------------------
Harry S. Gruner
Director
- --------------------
Michael Simmons
/s/George C. McNamee Director November 19, 1998
- --------------------
George C. McNamee
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
2.1 Agreement and Plan of Merger by and among META Group, Inc.,
MG Acquisition Corporation and The Sentry Group, Inc. dated as
of September 23, 1998 ("Agreement and Plan of Merger")(with
certain confidential information deleted)(filed as Exhibit 2.1
to Registrant's Current Report on Form 8-K dated October 20,
1998, filed on November 3, 1998 (File No. 0-27280).*
2.2 Amendment No. 1 to Agreement and Plan of Merger (filed as
Exhibit 2.2 to Registrant's Current Report on Form 8-K dated
October 20, 1998, filed on November 3, 1998 (File No. 0-27280).*
4.1 Specimen certificate representing the Common Stock (filed as
Exhibit 4.1 to Registrant's Registration Statement on Form S-1
(File No. 33-97848).*
4.2 Registration Rights Agreement dated as of October 20, 1998
by and among META Group, Inc. and certain stockholders of The
Sentry Group, Inc. listed on the signature pages thereto
(filed as Exhibit 4.1 to Registrant's Current Report on
Form 8-K dated October 20, 1998, filed on November 3, 1998
(File No. 0-27280).*
4.3 Escrow Agreement dated as of October 20, 1998 among META Group,
Inc., Peter A. Naber and State Street Bank and Trust Company
(filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K
dated October 20, 1998, filed on November 3, 1998
(File No. 0-27280).*
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.**
23.1 Consent of Testa, Hurwitz & Thibeault, LLP
(contained in Exhibit 5.1). **
23.2 Consent of Deloitte & Touche LLP.**
24.1 Powers of Attorney (included as part of the signature page
to this Registration Statement).**
- --------------------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
** Filed herewith.
Exhibit 5.1
November 19, 1998
META Group, Inc.
208 Harbor Drive
Stamford, Connecticut 06912-0061
Re: Registration Statement on Form S-3 Relating to 145,227 shares of
Common Stock
________________________________________________________________
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form
S-3 (the "Registration Statement") filed by META Group, Inc. (the "Company") on
the date hereof with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to an aggregate of 145,227 shares of Common
Stock, par value $.01 per share, of the Company (the "Shares").
We have reviewed the corporate proceedings taken by the Board of
Directors of the Company with respect to the authorization and issuance of the
Shares. We have also examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all corporate records,
documents, agreements or other instruments of the Company and have made all
investigations of law and have discussed with the Company's officers all
questions of fact that we have deemed necessary or appropriate.
We are only members of the bar of the Commonwealth of Massachusetts and
are not expert in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts, the General
Corporation Law of the State of Delaware and the United States of America.
Based on the foregoing, we are of the opinion that the Shares are
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
META Group, Inc. on Form S-3 of our report dated February 6, 1998 appearing in
the Annual Report on Form 10-K of META Group, Inc. for the year ended December
31, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
-------------------------
DELOITTE & TOUCHE LLP
Stamford, Connecticut
November 19, 1998
