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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

AMENDMENT NO. 1 TO FORM 10-K



|þ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2002



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File Number 0-17920



METASOLV, INC.

(Exact name of registrant as specified in its charter)



|Delaware                 |  | 75-2912166                          
|------------------------ |  | ------------------------------------
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



5560
Tennyson Parkway

Plano, Texas 75024

(Address of principal executive offices)



Registrants telephone number, including area code: (972) 403-8300



Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:



|Title of each class                                                                         |  | Name of each exchange on which registered
|------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Common Stock, Par Value $.005                                                               |  | The Nasdaq Stock Market                  
|Rights to Purchase Series A Junior Participating Preferred Stock, Par Value $0.01 per
share |  | The Nasdaq Stock Market                  



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    þ  Yes ̈No



Indicate by check mark whether Registrant is an
accelerated filer (as defined in Rule 126-2 of the Act)    þ  Yes ̈No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: ̈



The aggregate market value of the voting stock
held by non-affiliates of the Registrant, as of June 30, 2002, was approximately $150,400,000, based upon the last reported sales price on such date.



On February 28, 2003, there were 37,939,738 shares of the Registrants common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Registrants Proxy Statement for the
Annual Meeting of Stockholders scheduled to be held May 20, 2003, are incorporated by reference into Part III of this report. The Proxy Statement was previously filed with the Commission on April 18, 2003.



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EXPLANATORY NOTE



This Amendment No. 1 to the Annual Report on Form 10-K of MetaSolv, Inc. amends and restates in its entirety
Part III, Item 10 of MetaSolv, Inc.s Annual Report on Form 10-K filed with the Commission on March 27, 2003. This Amendment No. 1 also amends Part IV, Item 15 of the original Form 10-K as provided herein. Unless otherwise expressly stated,
this Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-K, or modify or update in any way disclosures contained in the original Form 10-K.



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MetaSolv, Inc.



2002 FORM
10-K/A



TABLE OF CONTENTS



|Item |  | Description                                                     |  | Page
|---- |  | --------------------------------------------------------------- |  | ----
|    
|     |  | PART III                                                        |  |     
|    
|10   |  | Directors and Executive Officers of the Registrant              |  | 1   
|    
|     |  | PART IV                                                         |  |     
|    
|15   |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K |  | 4   





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PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



Directors



The
Company currently has authorized seven directors to serve on its Board of Directors. Set forth below is information regarding our directors, including their ages (as of December 31, 2002), the period during which they have served as directors, and
information furnished by them as to principal occupations and directorships held by them in corporations whose shares are publicly registered.



|Name                      |  | Director Since |  | Age
|------------------------- |  | -------------- |  | ---
|Lawrence J. Bouman        |  | 2000           |  | 56 
|John E. Berndt            |  | 2002           |  | 62 
|Royce J. Holland.         |  | 2000           |  | 54 
|Thomas Curtis Holmes, Jr. |  | 2001           |  | 40 
|James P. Janicki          |  | 1994           |  | 47 
|Terry L. Scott            |  | 2003           |  | 52 
|John W. White             |  | 1998           |  | 64 



Mr.
Bouman has served as a director of the Company since November 2000. Since January 1999, Mr. Bouman has served as a technology advisor and independent consultant to several private communications and technology companies. From October 1995 to June
1998, Mr. Bouman was Senior Vice President and Chief Technology Officer of LCI International, Inc., a communications services provider. From June 1998 to January 1999, Mr. Bouman served as a member of the acquisition transition team following Qwest
Communications International, Inc.s acquisition of LCI International. Prior to 1995, Mr. Bouman held several senior positions with MCI Telecommunications Corporation. From September 1999 to October 2000, Mr. Bouman served as a director of Net
Tel, a competitive local exchange carrier. Mr. Bouman resigned as a director on October 2, 2000 and Net-Tel filed for bankruptcy on November 3, 2000. Mr. Bouman serves as a director of Broadwing, Inc., a communications services provider.



Mr. Berndt has served as a director of the
Company since May 2002. He retired from Sprint Corporation on September 30, 2000. From 1998 to September 2000, Mr. Berndt was President of Sprint International, an operating unit of Sprint Corporation. From 1997 to 1998, Mr. Berndt was President of
Flour Daniel Telecom, an operating company of Flour Daniel, Inc. Mr. Berndt was President of AT&T New Business Development/Multimedia Ventures from 1993 until the spin-off of Lucent Technologies from AT&T occurred in 1996. Mr. Berndt serves
as a director and member of the audit and compensation committees of Telular Corporation, a designer, developer and manufacturer of products for the cellular fixed wireless telecommunications industry and as a director of Calence, Inc., a privately
held communications networking consulting company. Mr. Berndt also serves as a member of the advisory boards of Arris Ventures, a private equity firm which provides capital to young companies in the technology and life sciences industries and One
Touch Systems, a private company which designs, develops and manufactures interactive distance learning systems.



Mr. Holland has served as a director of the Company since May 2000. Mr. Holland co-founded Allegiance Telecom, a telecommunications
services provider, in 1997 and has served as its Chairman of the Board and Chief Executive Officer since then. Previously, Mr. Holland was at MFS Communications Company, Inc., a communications services provider, as a Co-founder and a Director from
its inception in 1988, and also as President from 1990, through the completion of its merger with WorldCom in December 1996. In January 1993, President George Bush appointed Mr. Holland to the National Security Telecommunications Advisory Committee.
Mr. Holland has over twenty-five years experience in the telecommunications, independent power and engineering/construction industries.





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Mr. Holmes has
served as President and Chief Operating Officer of the Company since January 2001 and as a director since May 2001. From December 1996 to December 2000, Mr. Holmes served as Vice President and General Manager of the Intelligent Network Unit of
Lucent Technologies, Inc., where his responsibilities included strategic planning, product marketing, product management, development and deployment of enhanced services applications. From July 1994 to December 1996, Mr. Holmes served as
Applications Group Director for Operations Support Systems for Lucent Technologies/AT&T Network Systems.



Mr. Janicki co-founded the Company in July 1992 and since such time has served in various capacities. Mr. Janicki was appointed Chief
Executive Officer in May 1999 and also currently serves as the Companys Chief Technology Officer. He served as President of the Company from April 1994 until January 2001 and has served as a director of the Company since April 1994. From June
1982 to July 1992, Mr. Janicki was at Texas Instruments where he served in many capacities, including as manager of the Texas Instruments CASE consulting practice from July 1987 to August 1990 and as manager of the Template software business
from August 1990 until July 1992. Texas Instruments develops and manufactures semiconductors and other products in the electrical and electronics industry.



Mr. Scott has served as a director of the Company since February 2003. From November 1995 to August 2002 Mr. Scott served at various times
as an independent director and audit committee member for five companies, including Terion, Inc., a wireless application service provider. In addition, from November 1995 to September 1997, he was President and Chief Executive Officer of Terion and
from September 1997 to July 1999 he was its Chairman of the Board and Chief Executive Officer. Terion filed for bankruptcy in January 2002. Mr. Scott was with Paging Network, Inc. from 1981 through 1995 where he held various senior executive
positions including serving as its Senior Vice President of Finance and Chief Financial Officer, and then as President and Chief Executive Officer from 1993 to November 1995.



Mr. White has served as a director of the Company since December 1998 and Chairman of the Board of Directors
since August 1999. Mr. White was Vice President and Chief Information Officer for Compaq Computer, a developer and marketer of computer hardware and software, from February 1994 to October 1998, where he served as a member of the executive
management team, overseeing Compaqs worldwide information systems activities. Prior to February 1994, Mr. White was President of the Information Technology Group and Chief Information Officer for Texas Instruments. Mr. White serves as a
director and member of the Compensation Committee of Citrix, a provider of server-based computing solutions, and as a director of MigraTec, Inc., a provider of software solutions for migrating between computer environments.



Executive Officers



Our executive officers and their ages as of December 31,
2002, are as follows:



|Name                  |  | Age |  | Position                                                                 
|--------------------- |  | --- |  | -------------------------------------------------------------------------
|James P. Janicki      |  | 47  |  | Chief Executive Officer                                                  
|T. Curtis Holmes, Jr. |  | 40  |  | President and Chief Operating Officer                                    
|Glenn A. Etherington  |  | 48  |  | Chief Financial Officer                                                  
|Jonathan K. Hustis    |  | 47  |  | Vice PresidentBusiness Services, General Counsel and Corporate Secretary
|Michael J. Cullen     |  | 43  |  | Executive Vice PresidentEngineering                                     
|Sam L. Kelley         |  | 43  |  | Executive Vice PresidentServices                                        
|Philip C. Thrasher    |  | 43  |  | Executive Vice PresidentAmericas Sales                                 



James
P. Janicki co-founded the Company in July 1992 and since such time has served in various capacities. Mr. Janicki was appointed Chief Executive Officer in May 1999 and also currently serves as the Companys Chief Technology Officer. He
served as President of the Company from April 1994 until January 2001 and has served as a director of the Company since April 1994. From June 1982 to July 1992, Mr. Janicki was at Texas Instruments



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where he served in many capacities, including as manager of the Texas Instruments CASE consulting
practice from July 1987 to August 1990 and as manager of the Template software business from August 1990 until July 1992. Texas Instruments develops and manufactures semiconductors and other products in the electrical and electronics industry.



T. Curtis Holmes, Jr. has served as
President and Chief Operating Officer of the Company since January 2001 and as a director since May 2001. From December 1996 to December 2000, Mr. Holmes served as Vice President and General Manager of the Intelligent Network Unit of Lucent
Technologies, Inc., where his responsibilities included strategic planning, product marketing, product management, development and deployment of enhanced services applications. From July 1994 to December 1996, Mr. Holmes served as Applications Group
Director for Operations Support Systems for Lucent Technologies/AT&T Network Systems.



Glenn A. Etherington has served as our Chief Financial Officer since May 1999. Mr. Etherington held various senior management positions at Brite Voice Systems, a leading provider of enhanced
communications products and interactive information systems, from August 1988 to May 1999. He was Chief Financial Officer from August 1988 to May 1999, Treasurer from August 1988 to May 1993 and Secretary from May 1993 to May 1999.



Jonathan K. Hustis has served as our General Counsel
and Corporate Secretary since April 1997. He was appointed our Vice PresidentBusiness Services in August 1998. Mr. Hustis was at Texas Instruments where he worked in its Corporate Finance Group from November 1995 until April 1997 and as
ManagerBusiness Services in its Information Technology Group (Advanced Information Management and Enterprise Solutions divisions) from September 1989 to November 1995.



Michael J. Cullen has served as our Executive Vice PresidentEngineering since May 2001. From
October 1997 to May 2001, Mr. Cullen served as Director of Engineering within the Intelligent Network Unit of Lucent Technologies, Inc., where his responsibilities included planning, development and support of the provisioning and service creation
product lines within the Intelligent Network Unit. From February 1991 to October 1997, Mr. Cullen served as technical manager within Lucent Technologies/AT&T Network Systems Operations Support Systems.



Sam L. Kelley has served as our Executive Vice
PresidentServices since July 2001. From June 2000 to April 2001, Mr. Kelley was the Chief Operating Officer of Akili Systems Group, a developer of industry-based solutions for the telecommunications, utilities, financial services and energy
industries. Mr. Kelley was at IBM Global Services where he worked as Director, Managing PrincipalBusiness Innovation Services from January 2000 to June 2000 and as Director, Managing PrincipalIntegration Services from January 1997
through December 1999. Mr. Kelley serves as a director of Geniant, Inc., a privately held professional services company.



Philip C. Thrasher has served as our Executive Vice President-Americas Sales since February 2002. From July 2000 to January
2002 Mr. Thrasher led the Sales and Professional Services team for Nortel Networks Service Commerce Group, assuming responsibility for Nortels entire Americas eBusiness sales portfolio in October 2000. From June 1998 to June 2000
Mr. Thrasher served as Senior Vice President of Telecom Solutions (the Americas) for Architel Systems Corporation. Prior to Architels merger with Accugraph Corporation in June 1998, Mr. Thrasher held a variety of senior executive positions
within Accugraph, his last position being Vice President and General Manager of Global Telecom Solutions.



Section 16(a) Beneficial Ownership Reporting Compliance



The members of the Companys Board of Directors, the executive officers of the Company and persons who hold more than 10% of the
Companys outstanding Common Stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, which require them to file reports disclosing their ownership of the Common Stock and their
transactions in such Common Stock. Based upon the copies of Section 16(a) reports that the Company received from such persons for their 2002 fiscal year transactions in the Common Stock and their Common Stock holdings, the Company believes that all
reporting requirements under Section 16(a) for such fiscal year were met in a timely manner, except each of Messrs. Holmes, Etherington, Hustis, Thrasher, Kelley and Cullen, executive officers of the Company, failed to timely file a Form 4 reporting
a stock option grant received in November 2002. The late filings were reported with the filing of a Form 5 in 2003.



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PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



| | (a) |  | The following documents are filed as part of this report:
| | --- |  | ---------------------------------------------------------



| | (3) |  | Exhibits. The following exhibits:
| | --- |  | ---------------------------------



|Exhibit No. |  | Description                      
|----------- |  | ---------------------------------
|           
|99.1        |  | Certification of Periodic Report.





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SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.



|                      |  |  |  | METASOLV, INC.
|--------------------- |  |  |  | --------------
|                     
|Dated: April 29, 2003 |  |  |  | By:           
|                      |  |  |  |               







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Certifications



I, James P. Janicki, Chief Executive Officer, certify that:



| | 1. |  | I have reviewed the annual report for the period ended December 31, 2002 on Form 10-K of MetaSolv, Inc., as amended to date;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period this annual report is prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of the registrants Board of Directors:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|              
|--------------
|April 29, 2003
|              



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I, Glenn A. Etherington, Chief
Financial Officer, certify that:



| | 1. |  | I have reviewed the annual report for the period ended December 31, 2002 on Form 10-K of MetaSolv, Inc., as amended to date;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period this annual report is prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of the registrants Board of Directors:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|              
|--------------
|April 29, 2003
|              



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