<PAGE>
Registration No. 333-45324
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1 TO
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
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
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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Pursuant to Rule 429 of the Securities Act of 1933, as amended, the
prospectus which forms a part of this Registration Statement is a combined
prospectus and relates to this Registration Statement, which will register
263,690 shares of the registrant's Common Stock upon effectiveness, and
Registration Statement No. 333-67557 filed on Form S-3, which registered 145,227
shares of the registrant's Common Stock and was declared effective on December
7, 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
PROSPECTUS
408,917 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
408,917 shares (the "Shares") of common stock, $.01 par value per share (the
"Common Stock"), of the Company under this prospectus. Of these Shares, 263,690
Shares were registered as of December __, 2000, and 145,227 Shares were
registered as of December 6, 1998, of which 8,173 Shares remain unsold. 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 our wholly-owned subsidiary with and into Sentry pursuant to an
Agreement and Plan of Merger dated as of September 23, 1998, as amended (the
"Merger Agreement"). Sentry is now our wholly-owned subsidiary.
We will not receive any of the proceeds from the resale of the Shares. We
have 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).
Our Common Stock is quoted on the Nasdaq National Market under the symbol
"METG." On December 14, 2000, the last reported sale price for the Common Stock
on the Nasdaq National Market was $5.81 per share. Our principal offices are
located at 280 Harbor Drive, Stamford, Connecticut 06912 and our telephone
number is (203) 973-6700.
SEE "RISK FACTORS" ON PAGE 2 FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
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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 SOLICITATION OF ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS ILLEGAL.
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS SUBJECT TO COMPLETION OR
AMENDMENT. REGISTRATION STATEMENTS RELATING TO THE SHARES HAVE 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 STATEMENTS BECOME
EFFECTIVE.
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THE DATE OF THIS PROSPECTUS IS DECEMBER __, 2000
<PAGE>
RISK FACTORS
An investment in the Shares involves a high degree of risk. Our Annual
Report on Form 10-K for the year ended December 31, 1999 discloses detailed risk
factors that should be read in conjunction with the information in this
Prospectus (and the documents incorporated by reference into this Prospectus)
and are hereby incorporated by reference into this Prospectus.
THE COMPANY
We and our wholly-owned subsidiaries, The Sentry Group, Inc., MG (Bermuda)
Ltd. and 1422722 Ontario Inc. (collectively, also referred to herein as the
"Company"), are an independent market and business process assessment company.
We provide research and analysis of developments, trends and organizational
issues relating to the computer hardware, software, communications and related
information technology ("IT") industries and their impact on the conduct of
business to IT users and vendors. IT user organizations utilize our research,
analysis and recommendations to develop and employ cost-effective and revenue
enhancing strategies for selecting and implementing timely IT solutions and for
aligning these solutions with business priorities. IT vendors use our services
for help in product positioning, marketing and market planning, as well as for
internal IT decision-making.
USE OF PROCEEDS
We will not receive any proceeds from the resale of the Shares 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.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth as of December 14, 2000, the name of each
Selling Stockholder, the number of Shares 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 acquired his, her or its Shares in connection with the Sentry
Merger pursuant to the Merger Agreement. An aggregate of 145,227 shares of
Common Stock issued to the Selling Stockholders upon the closing of the Sentry
Merger and an aggregate of 263,690 shares of Common Stock issued to the Selling
Stockholders as contingent consideration pursuant to the Merger Agreement are
being offered pursuant to this Prospectus. 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 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 "Number of Shares Owned After
Offering" in the table below. See "Plan of Distribution." In addition, an
aggregate of 44,965 shares of Common Stock (the "Escrow Shares") issued to the
Selling Stockholders and a certain other stockholder of the Company were placed
in escrow pursuant to the Merger Agreement. These Escrow Shares may be used to
satisfy indemnification claims in accordance with the escrow agreement
incorporated by reference as Exhibit 4.3 herein and the Merger Agreement. As of
December 14, 2000, 27,230 Escrow Shares have been released to us in satisfaction
of certain indemnification claims. Except for 2,045 Escrow Shares released to
certain Selling Stockholders on November 22, 2000 and 301 shares owned by Paul
M. Beals, the "Number of Shares Owned After Offering" in the table below are the
remaining Escrow Shares. None of the Selling Stockholders has had any material
relationship with us or any of our 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
permitted pledgees, donees, transferees, beneficiaries, distributees or
successors-in-interest.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF
SHARES SHARES OFFERED SHARES
OWNED BEFORE PURSUANT TO OWNED AFTER
SELLING STOCKHOLDERS OFFERING THIS PROSPECTUS OFFERING
-------------------- ------------ --------------- -----------
<S> <C> <C> <C>
Safeguard Scientifics 201,160(2) 173,811(3) 10,215
(Delaware), Inc.(1)
William A. Gannon, Sr.(4) 59,668(5) 51,556(6) 3,371
</TABLE>
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(1) Prior to the Sentry Merger, was a principal stockholder of Sentry and The
Value Sourcing Group, Inc. ("Value"), a predecessor 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) Includes 17,134 Escrowed Shares released to the Company.
(3) In addition to the 115,694 Shares held by Safeguard Scientifics
(Delaware), Inc. which were registered as of December __, 2000, the
Company registered 58,117 Shares as of December 7, 1998 held by Safeguard
Scientifics (Delaware), Inc. in connection with Registration Statement No.
333-67557 filed on November 19, 1998 (the "First Registration Statement"),
58,117 of which were sold as of December 14, 2000.
(4) Former Chairman of the Board of Sentry.
(5) Includes 4,741 Escrowed Shares released to the Company.
(6) In addition to the 34,317 Shares held by William A. Gannon, Sr. which were
registered as of December __, 2000, the Company registered 17,239 Shares
as of December 7, 1998 held by Mr. Gannon in connection with the First
Registration Statement, all of which were sold by Mr. Gannon as of
December 14, 2000.
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<PAGE>
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF
SHARES SHARES OFFERED SHARES
OWNED BEFORE PURSUANT TO OWNED AFTER
SELLING STOCKHOLDERS OFFERING THIS PROSPECTUS OFFERING
-------------------- ------------ --------------- -----------
<S> <C> <C> <C>
Robert H. Cawly(7) 35,514 35,514(8) 0
Kirk K. Reiss(9) 32,557 32,557(10) 0
Patricia A. Cawly 23,802 23,802(11) 0
William A. Gannon, Jr.(12) 21,780 21,780(13) 0
Carol G. Gannon 15,868(14) 13,840(15) 843
Carl G. Sempier(16) 13,235(17) 11,544(18) 703
Damon P. Gannon 11,900(19) 10,379(20) 632
</TABLE>
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(7) Former President and Chief Executive Officer of Sentry and Senior Vice
President - Consulting of the Company.
(8) In addition to the 20,425 Shares held by Robert H. Cawly which were
registered as of December __, 2000, the Company registered 15,089 Shares
as of December 7, 1998 held by Mr. Cawly in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(9) Former Senior Vice President of Sentry and Vice President and Secretary of
Value and Senior Vice President - META Group Consulting of the Company.
(10) In addition to the 19,556 Shares held by Kirk K. Reiss which were
registered as of December __, 2000, the Company registered 13,001 Shares
as of December 7, 1998 held by Mr. Reiss in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(11) In addition to the 14,297 Shares held by Patricia A. Cawly which were
registered as of December __, 2000, the Company registered 9,505 Shares as
of December 7, 1998 held by Ms. Cawly in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(12) Former President of Sentry Research and Analyst Services, a division of
Sentry and Senior Vice President - META Group Consulting of the Company.
(13) In addition to the 13,082 Shares held by William A. Gannon, Jr. which were
registered as of December __, 2000, the Company registered 8,698 Shares as
of December 7, 1998 held by Mr. Gannon in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(14) Includes 1,185 Escrowed Shares released to the Company.
(15) In addition to the 9,531 Shares held by Carol G. Gannon which were
registered as of December __, 2000, the Company registered 4,309 Shares as
of December 7, 1998 held by Ms. Gannon in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(16) Former Director of Sentry and Chairman of the Board of Value.
(17) Includes 988 Escrowed Shares released to the Company.
(18) In addition to the 7,950 Shares held by Carl G. Sempier which were
registered as of December __, 2000, the Company registered 3,594 Shares as
of December 7, 1998 held by Mr. Sempier in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(19) Includes 889 Escrowed Shares released to the Company.
(20) In addition to the 7,148 Shares held by Damon P. Gannon which were
registered as of December __, 2000, the Company registered 3,231 Shares as
of December 7, 1998 held by Mr. Gannon in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
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<PAGE>
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF
SHARES SHARES OFFERED SHARES
OWNED BEFORE PURSUANT TO OWNED AFTER
SELLING STOCKHOLDERS OFFERING THIS PROSPECTUS OFFERING
-------------------- ------------ --------------- -----------
<S> <C> <C> <C>
William D. Hoffman(21) 3,970 3,970(22) 0
Kathleen M. Flynn(23) 3,852 3,852(24) 0
Michael P. Walsh(25) 3,210 3,210(26) 0
Phillip J. Morrison 2,117 2,117(27) 0
Thomas B. Hickey(28) 1,984 1,984(29) 0
Robert D. Kelley 1,764 1,764(30) 0
David R. Brousell(31) 1,481 1,481(32) 0
The Robert DeN. Cope 1995 Trust(33) 792 792(34) 0
</TABLE>
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(21) Former Vice President of Sentry.
(22) In addition to the 2,385 Shares held by William D. Hoffman which were
registered as of December __, 2000, the Company registered 1,585 Shares as
of December 7, 1998 held by Mr. Hoffman in connection with the First
Registration Statement, none of which were sold as of December 14, 2000.
(23) Former Vice President, Controller of Sentry.
(24) In addition to the 2,314 Shares held by Kathleen M. Flynn which were
registered as of December __, 2000, the Company registered 1,538 Shares as
of December 7, 1998 held by Ms. Flynn in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(25) Former Senior Vice President of Sentry.
(26) In addition to the 1,928 Shares held by Michael P. Walsh which were
registered as of December __, 2000, the Company registered 1,282 Shares as
of December 7, 1998 held by Mr. Walsh in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(27) In addition to the 1,272 Shares held by Phillip J. Morrison which were
registered as of December __, 2000, the Company registered 845 Shares as
of December 7, 1998 held by Mr. Morrison in connection with the First
Registration Statement, none of which were sold as of December 14, 2000.
(28) Former Senior Vice President of Sentry and Vice President, META Group
Consulting of the Company.
(29) In addition to the 1,192 Shares held by Thomas B. Hickey which were
registered as of December __, 2000, the Company registered 792 Shares as
of December 7, 1998 held by Mr. Hickey in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(30) In addition to the 1,060 Shares held by Robert D. Kelley which were
registered as of December __, 2000, the Company registered 704 Shares as
of December 7, 1998 held by Mr. Kelley in connection with the First
Registration Statement, none of which were sold as of December 14, 2000.
(31) Former Vice President, Editorial Director of Sentry.
(32) In addition to the 890 Shares held by David R. Brousell which were
registered as of December __, 2000, the Company registered 591 Shares as
of December 7, 1998 held by Mr. Brousell in connection with the First
Registration Statement, none of which were sold as of December 14, 2000.
(33) The grantor of The Robert DeN. Cope 1995 Trust, Robert DeN. Cope, Esq., is
the former Clerk of, and former outside counsel to, Sentry.
(34) In addition to the 476 Shares held by The Robert DeN. Cope 1995 Trust
which were registered as of December __, 2000, the Company registered 316
Shares as of December 7, 1998 held by The Robert DeN. Cope 1995 Trust in
connection with the First Registration Statement, all of which were sold
as of December 14, 2000.
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<PAGE>
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF
SHARES SHARES OFFERED SHARES
OWNED BEFORE PURSUANT TO OWNED AFTER
SELLING STOCKHOLDERS OFFERING THIS PROSPECTUS OFFERING
-------------------- ------------ --------------- -----------
<S> <C> <C> <C>
Paul M. Beals(35) 962 661(36) 301
Anthony W. Stein 661 661(37) 0
John B. Hartman 198 198(38) 0
Other Selling Stockholders(39) 15,415 13,444(40) 1,971
</TABLE>
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(35) Vice President, META Group Consulting of the Company.
(36) In addition to the 397 Shares held by Paul M. Beals which were registered
as of December __, 2000, the Company registered 264 Shares as of December
7, 1998 held by Mr. Beals in connection with the First Registration
Statement, none of which were sold as of December 14, 2000.
(37) In addition to the 397 Shares held by Anthony W. Stein which were
registered as of December __, 2000, the Company registered 264 Shares as
of December 7, 1998 held by Mr. Stein in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(38) In addition to the 119 Shares held by John B. Hartman which were
registered as of December __, 2000, the Company registered 79 Shares as of
December 7, 1998 held by Mr. Hartman in connection with the First
Registration Statement, all of which were sold as of December 14, 2000.
(39) The aggregate holdings of these Selling Stockholders constitute less than
1% of the Company's outstanding Common Stock.
(40) In addition to the 9,260 Shares held by these certain selling stockholders
which were registered as of December __, 2000, the Company registered
4,184 Shares as of December 7, 1998 held by these certain selling
stockholders in connection with the First Registration Statement, none of
which were sold as of December 14, 2000.
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<PAGE>
Certain of the Selling Stockholders are presently employed by 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, she or it 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. The Company
may suspend or terminate the registration statement relating to the Shares at
any time for any reason.
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 dated as of October 20, 1998, between the Company and each of the
Selling Stockholders (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 relating to the Shares 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
relating to the Shares 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (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 Securities Act
and is therefore unenforceable.
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.
-7-
<PAGE>
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 permitted pledgees, donees, transferees,
beneficiaries, 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 may suspend or terminate the registration statement relating
to the Shares at any time for any reason.
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.
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 for us by Testa, Hurwitz &
Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended
-8-
<PAGE>
December 31, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith we file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by us may be read and copied at the public reference
room maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. 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 us
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.
We have filed with the Commission a Registration Statement on Form S-3
(including all amendments thereto, the "Registration Statement") under 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 us 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 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 on Form 10-K for the year ended December
31, 1999 filed pursuant to the Exchange Act which contains audited
financial statements for each of the three years in the period ended
December 31, 1999 (File No. 0-27280).
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000 (File No.
0-27280).
3. The Company's Current Reports on Form 8-K filed October 3, 2000,
October 27, 2000, November 7, 2000 and December 13, 2000 (File No.
0-27280).
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<PAGE>
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.
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<PAGE>
======================================== ======================================
No dealer, sales representative or any
other person has been authorized to give
any information or to make any
representations in connection with this
offering other than those contained in
this prospectus, and, if given or made,
such information or representations must
not be relied upon as having been
authorized by the Company or any of the
Selling Stockholders. This Prospectus
does not constitute an offer to sell, or 408,917 SHARES
a solicitation of an offer to buy, any
securities other than the registered
securities to which it relates or an
offer to, or a solicitation of, any META GROUP, INC.
person in any jurisdiction where such
offer or solicitation would be unlawful.
Neither the delivery of this Prospectus COMMON STOCK
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
TABLE OF CONTENTS December __, 2000
PAGE -----------------------
----
Risk Factors........................... 2
The Company............................ 2
Use of Proceeds........................ 2
Selling Stockholders................... 3
Plan of Distribution................... 7
Legal Matters.......................... 8
Experts................................ 8
Where You Can Find More Information.... 8
Incorporation of Certain Information
by Reference.......................... 9
======================================== ======================================
<PAGE>
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:
<TABLE>
<S> <C>
SEC Registration fee........................... $992.00
Nasdaq Additional Listing fee.................. $2,934.08
Legal fees and expenses........................ 22,000.00
Accounting fees and expenses................... 2,000.00
Total.................................... $27,926.08
</TABLE>
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).
II-1
<PAGE>
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).
2.3 Amendment No. 2 to Agreement and Plan of Merger (filed as Exhibit
2.1 to Registrant's Quarterly Report on Form 10-Q dated August 14,
2000 (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).
4.4 Form of Common Stock Purchase Warrant (Immediate Vesting) issued to
Stockholders of The Sentry Group, Inc. on October 20, 1998 (filed as
Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q dated
November 16, 1998 (File No. 0-27280) and incorporated herein by
reference).
4.5 Form of Common Stock Purchase Warrant (Contingent Vesting) issued to
stockholders of The Sentry Group, Inc. on October 20, 1998 (filed as
Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q dated
November 16, 1998 (File No. 0-27280) and incorporated herein by
reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (previously filed).
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (previously filed).
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).
II-2
<PAGE>
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
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
II-3
<PAGE>
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.
II-4
<PAGE>
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 Amendment No.1 to Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford, State of Connecticut, on this 15th day of December, 2000.
META GROUP, INC.
By: /s/ JOHN PIONTKOWSKI
-------------------------------------
John Piontkowski
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 John Piontkowski, 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 on Form S-3 and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement on Form S-3 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, December 15, 2000
-------------------------- Co-Research Director and
Dale Kutnick Director (Principal Executive
Officer)
/s/ JOHN PIONTKOWSKI Senior Vice President, Finance, December 15, 2000
-------------------------- Chief Financial Officer and
John Piontkowski Treasurer (Principal Financial
and Chief Accounting Officer)
/s/ GAYL W. DOSTER Director December 15, 2000
--------------------------
Gayl W. Doster
/s/ HARRY S. GRUNER Director December 15, 2000
--------------------------
Harry S. Gruner
/s/ GEORGE C. MCNAMEE Director December 15, 2000
--------------------------
George C. McNamee
/s/ HOWARD RUBIN Director December 15, 2000
--------------------------
Howard Rubin
/s/ FRANCIS SALDUTTI Director December 15, 2000
--------------------------
Francis Saldutti
/s/ MICHAEL SIMMONS Director December 15, 2000
--------------------------
Michael Simmons
<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)).*
2.3 Amendment No. 2 to Agreement and Plan of Merger (filed as
Exhibit 2.1 to Registrant's Quarterly Report on Form 10-Q
dated August 14, 2000 (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)).*
4.4 Form of Common Stock Purchase Warrant (Immediate Vesting)
issued to Stockholders of The Sentry Group, Inc. on October
20, 1998 (filed as Exhibit 10.2 to Registrant's Quarterly
Report on Form 10-Q dated November 16, 1998 (File No.
0-27280)).*
4.5 Form of Common Stock Purchase Warrant (Contingent Vesting)
issued to stockholders of The Sentry Group, Inc. on October
20, 1998 (filed as Exhibit 10.3 to Registrant's Quarterly
Report on Form 10-Q dated November 16, 1998 (File No.
0-27280)).*
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.***
23.1 Consent of Testa, Hurwitz & Thibeault, LLP.***
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.
*** Previously filed.
