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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 1, 2001
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METASOLV SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-17920 75-2436509
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation or organization)
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5560 Tennyson Parkway, 75024
Plano, Texas (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 403-8300
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ITEM 5. Other Events.
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MetaSolv Software, Inc. (the "Company") announced today that it has
reorganized its corporate structure (the "Transaction") pursuant to an Agreement
and Plan of Reorganization (the "Agreement") dated December 27, 2000, and
effective as of January 1, 2001, among the Company, MetaSolv, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("Holdings"), and MS
Merger, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings
("Merger Sub"). The Transaction has resulted in the adoption of a holding
company organizational structure. The holding company organizational structure
was implemented pursuant to Section 251(g) of the General Corporation Law of the
State of Delaware and the Agreement by the merger (the "Merger") of Merger Sub
with and into the Company so that the Company, as the surviving corporation in
the Merger, has become a direct wholly-owned subsidiary of Holdings. Section
251(g) of the DGCL was enacted in order to permit a Delaware corporation to
reorganize by merging with or into a direct or indirect wholly owned subsidiary
of a holding company without stockholder approval. Section 251(g) also contains
provisions intended to ensure that the rights of the stockholders of the
corporation are not changed by, or as a result of, such reorganization. Pursuant
to the terms of the Agreement:
(i) each share of common stock of the Company, $.005 par value ("Company
Common Stock"), issued and outstanding immediately prior to the Merger has
been converted into a share of common stock of Holdings, $.005 par value,
having the same designations, rights, powers and preferences, and
qualifications, limitations and restrictions thereof, as the shares of the
Company Common Stock so converted ("Holdings Common Stock");
(ii) each share of capital stock of Merger Sub issued and outstanding
immediately prior to the Merger was converted into a share of Company Common
Stock; and
(iii) each share of capital stock of Holdings issued and outstanding
immediately prior to the Merger has been canceled and retired.
Concurrently with the effective time of the Merger (the "Effective Time"),
Holdings, pursuant to the provisions of the Agreement, the Long-Term Incentive
Plan of the Company (the "LTIP"), the Employee Stock Purchase Plan of the
Company (the "ESPP") and the 1992 Stock Option Plan of the Company (the "1992
Plan"), assumed the Company's obligations under the LTIP, the ESPP and the 1992
Plan.
The name of Holdings, as the reporting company under the Securities
Exchange Act of 1934, will be "MetaSolv, Inc." and the Company, as a wholly-
owned subsidiary of Holdings, will retain its name "MetaSolv Software, Inc."
Otherwise, except for the name of the corporation, the provisions of the
certificate of incorporation of Holdings and the Company are identical. The
authorized capital stock of Holdings and the designations, rights, powers and
preferences of such capital stock, and the qualifications, limitations and
restrictions thereof, are identical to those of the Company. As a result of the
provisions of the certificate of incorporation of Holdings and the Agreement,
Stockholders will receive securities of the same class evidencing the same
proportional interests in Holdings and having the same designations, rights,
powers and preferences, and qualifications, limitations and restrictions
thereof, as those held in the Company.
In addition, the provisions of the bylaws of Holdings immediately after the
Effective Time are identical with the provisions of the bylaws of the Company
immediately prior to the Effective Time. The directors of Holdings immediately
after the Effective Time are the same individuals who were directors of the
Company immediately prior to the Effective Time. The executive officers of
Holdings immediately after the Effective Time are the same individuals holding
the same executive offices as those of the Company immediately prior to the
Effective Time.
The Transaction will not result in the recognition of income or gain for
federal income tax purposes by the stockholders of the Company. The Holdings
Common Stock issued in exchange for the previously registered Company Common
Stock is listed on the NASDAQ National Market in place of the currently listed
Company Common Stock.
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ITEM 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization, dated December 27, 2000, by
and among MetaSolv Software, Inc., MetaSolv, and MS Merger, Inc.
99.1 Press Release, dated December 29, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METASOLV SOFTWARE, INC.
Date: January 2, 2001 By: /s/ James P. Janicki
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Name: James P. Janicki
Title: President, Chief Executive Officer
and Director
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EXHIBIT INDEX
Exhibit
Number Description
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Reorganization, dated December 27, 2000,
by and among MetaSolv Software, Inc., MetaSolv, Inc. and MS
Merger, Inc.
99.1 Press Release, dated December 29, 2000.
