<PAGE>
As filed with the Securities and Exchange Commission on January 2, 2001
Registration No. 333-91435
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
METASOLV, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2912166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5560 Tennyson Parkway
Plano, Texas 75024
(Address of principal executive offices, including zip code)
____________________
METASOLV SOFTWARE, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Glenn Etherington
Chief Financial Officer
5560 Tennyson Parkway
Plano, Texas 75024
(972) 403-8300
(Name, address and telephone number of agent for service)
copy to:
Jeffrey A. Chapman
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201-2975
(214) 220-7700
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This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by MetaSolv Software, Inc., a Delaware corporation (the "Company"), of
a holding company form of organizational structure. The holding company
organizational structure was implemented pursuant to an Agreement and Plan of
Reorganization among the Company, MetaSolv, Inc., a Delaware corporation (the
"Registrant") and MS Merger, Inc., a Delaware corporation and wholly-owned
subsidiary of the Registrant ("Merger Sub"), which provides for, among other
things, the merger (the "Merger") of Merger Sub with and into the Company, with
the Company as the surviving corporation. Pursuant to Section 251(g) of the
General Corporation Law of the State of Delaware, stockholder approval was not
required for the Merger.
As a result of the Merger, which was effective on January 1, 2001, the
Company became a direct wholly-owned subsidiary of the Registrant and each share
of Common Stock of the Company issued and outstanding was converted into and
exchanged for one share of Common Stock of the Registrant.
In accordance with Rule 414, the Registrant, as the successor issuer,
hereby expressly adopts this registration statement, as well as the employee
stock purchase plan of the Company previously titled "MetaSolv Software, Inc.
Employee Stock Purchase Plan" to which it relates, as its own for all purposes
of the Securities Act and the Securities Exchange Act of 1934.
The registration fees were paid at the time of the original filing of this
registration statement.
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Plano, State of
Texas, on the 2nd day of January, 2001.
METASOLV, INC.
By: /s/ James P. Janicki
-----------------------------
James P. Janicki
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement has been signed by the
following persons in their respective capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ James P. Janicki President, Chief Executive Officer January 2,
------------------------------------------ and Director (Principal Executive 2001
James P. Janicki Officer)
* Chief Financial Officer (Principal January 2,
------------------------------------------ Financial and Accounting Officer) 2001
Glenn A. Etherington
* Director January 2,
------------------------------------------ 2001
David R. Semmel
* Director January 2,
------------------------------------------ 2001
John D. Thornton
* Director January 2,
------------------------------------------ 2001
Barry F. Eggers
* Director January 2,
------------------------------------------ 2001
John W. White
------------------------------------------ Director January 2,
Lawrence J. Bouman 2001
Director January 2,
------------------------------------------ 2001
Royce J. Holland
</TABLE>
<PAGE>
*By: /s/ James P. Janicki
------------------------------
James P. Janicki
Attorney-In-Fact
