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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 1995
COMMISSION FILE NUMBER 0-25936
USDATA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2405150
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2435 N CENTRAL EXPRESSWAY, RICHARDSON, TEXAS, 75080
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 680-9700
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK , PAR VALUE $.01 PER SHARE
---------------------------------------
(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILLED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING TWELVE MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
REQUIREMENTS FOR THE PAST 90 DAYS. YES X 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 INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT OF THIS
FORM 10-K. [ ]
THE AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT WAS APPROXIMATELY $ 76,200,000 BASED ON THE LAST REPORTED SALE PRICE
OF $21.38 ON THE NASDAQ NATIONAL MARKET ON APRIL 30, 1996.
AS OF APRIL 30, 1996, THERE WERE 11,021,354 SHARES OF COMMON STOCK
OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
THE REGISTRANT INTENDS TO FILE A DEFINITIVE PROXY STATEMENT PURSUANT TO
REGULATION 14A WITHIN 120 DAYS OF THE END OF THE YEAR ENDED DECEMBER 31, 1995.
PORTIONS OF SUCH PROXY STATEMENT ARE INCORPORATED BY REFERENCE INTO PART III OF
THIS REPORT.
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USDATA CORPORATION
FORM 10-K/A
AMENDMENT NO. 1
FOR THE YEAR ENDED DECEMBER 31, 1995
ITEM 1. BUSINESS
EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the executive officers is set forth below. The
executive officers of the Company are elected annually by the Board of Directors
and hold office until their successors are elected and qualified.
Name Age Position
- ----------------------- --- -------------------------------------------------
William G. Moore, Jr. 56 President and Chief Executive Officer
P. Michael Sullivan 42 Vice President of Finance and Chief Financial
Officer, Treasurer and Secretary
H. Kenneth Whitaker 43 Vice President of Product Development
Mark S. Grefer 43 Vice President of Worldwide Sales
John J. Keenan 39 Vice President of Worldwide Marketing
William G. Moore, Jr. - Mr. Moore has been President and Chief Executive
Officer and a director of the Company since December 1994. From 1990 until he
joined the Company, Mr. Moore served as Chairman of The Grayson Group, a
marketing and technology consulting company that he founded. Prior to that
time, Mr. Moore served as Chairman and Chief Executive Officer of Recognition
Equipment Incorporated, Vice President and General Manager of Computer
Operations for The Perkin-Elmer Corporation and President of Infoton, a Boston-
based computer terminal company. He has also held management positions in
sales, marketing and technical systems with firms such as Inforex, Inc. and Bell
Laboratories.
P. Michael Sullivan - Mr. Sullivan has served in various capacities with the
Company since 1978. Prior to his service as Vice President of Finance, Treasurer
and Secretary, Mr. Sullivan served as Controller of the Company.
H. Kenneth Whitaker - Mr. Whitaker joined the Company and has served as Vice
President of Product Development since October 1993. Mr. Whitaker also served as
Vice President of Operations from October 1993 to January 1996. From March 1990
to October 1993, Mr. Whitaker served as Vice President, Applications Development
for A. C. Neilsen Marketing Research. Prior to that time, Mr. Whitaker served as
Vice President, Research and Development for Software Publishing Corporation.
Mark S. Grefer - Mr. Grefer joined the Company in May 1995 and has served as
Vice President of Worldwide Sales since that time. From June 1989 to May 1995,
Mr. Grefer was employed at Convex Computer Corporation, most recently as
Regional Manager. From 1985 to 1989, Mr. Grefer was employed by Gould Computer
Systems as National Accounts Manager and from 1981 to 1985, he served as Sales
Representative and Market Analyst for Scientific Systems Services.
John J. Keenan - Mr. Keenan joined the Company in February 1995 and has
served as Vice President of Worldwide Marketing since that time. From September
1988 to February 1995, Mr. Keenan was employed at Oracle Corporation, most
recently as Director, Global Accounts Program. From 1980 to 1988, he was with
Computer Language Research in a variety of sales and sales management positions.
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PART III
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(c) Exhibits
Exhibit No. Description
----------- -----------
3.1 Certificate of Incorporation of the Company.*
3.2 By-laws of the Company.*
4.1 Specimen stock certificate representing the Common Stock.***
10.1 1982 Incentive Stock Option Plan.*
10.2 1992 Incentive and Nonstatutory Option Plan.*
10.3 1994 Equity Compensation Plan, as amended.*
10.4 Office Lease Agreement, dated as of June 1992, by and between
Carter - Crowley Properties, Inc. and the Company.*
10.5 Full Service Distributor Agreement, dated as of June 1,
1991, by and between the Company and Printronix, Inc.*
10.6 Vendor Purchase Agreement by and between United States Data
Corporation and Modicon, Inc.***
10.8 Promissory Note, dated February 20, 1995, by William G. Moore,
Jr. to the Company.*
10.9 Administrative Services Agreement between Safeguard Scientifics,
Inc. and the Company.***
11.1 Statement regarding computation of earnings per share****
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Price Waterhouse LLP.****
24.1 Power of Attorney.****
- ------------
* Filed on April 12, 1995 as an exhibit to the Company's Registration
Statement on Form S-1 (File No. 33-91124) and incorporated by reference
herein.
** Filed on June 1, 1995 as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 33-91124) and incorporated by
reference herein.
*** Filed on June 15, 1995 as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form S-1 (File No. 33-91124) and incorporated by
reference herein.
**** Filed on March 30, 1996 as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 (File No. 0-25936) and
incorporated by reference herein.
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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 its
report on Form 10-K to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Richardson, State of Texas, on the 3rd day of May,
1996.
USDATA Corporation
By: /s/ P. Michael Sullivan
-------------------------
P. Michael Sullivan
Vice President of Finance and
Chief Financial Officer,
Treasurer and Secretary
POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed by the following persons in the capacities and on the
dates indicated.
Signatures
* Chairman of the Board May 3, 1996
- -------------------------
Arthur R. Spector
* President, Chief Executive May 3, 1996
- ------------------------- Officer and Director (Principal
William G. Moore Jr. Executive Officer)
/s/ P. Michael Sullivan Vice President of Finance and May 3, 1996
- ------------------------- Chief Financial Officer, Treasurer
P. Michael Sullivan and Secretary (Principal Financial
and Accounting Officer)
* Director May 3, 1996
- -------------------------
Gary J. Anderson, M.D.
* Director May 3, 1996
- -------------------------
James W. Dixon
* Director May 3, 1996
- -------------------------
Jack L. Messman
* Director May 3, 1996
- -------------------------
Bob B. Midyett, Jr.
* Director May 3, 1996
- -------------------------
Charles A. Root
* Director May 3, 1996
- -------------------------
Max D. Hopper
* By: /s/ P. Michael Sullivan
-----------------------
P. Michael Sullivan
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
3.1 Certificate of Incorporation of the Company.*
3.2 By-laws of the Company.*
4.1 Specimen stock certificate representing the Common Stock.***
10.1 1982 Incentive Stock Option Plan.*
10.2 1992 Incentive and Nonstatutory Option Plan.*
10.3 1994 Equity Compensation Plan, as amended.*
10.4 Office Lease Agreement, dated as of June 1992, by and between
Carter - Crowley Properties, Inc. and the Company.*
10.5 Full Service Distributor Agreement, dated as of June 1,
1991, by and between the Company and Printronix, Inc.*
10.6 Vendor Purchase Agreement by and between United States Data
Corporation and Modicon, Inc.***
10.8 Promissory Note, dated February 20, 1995, by William G. Moore, Jr.
to the Company.*
10.9 Administrative Services Agreement between Safeguard Scientifics,
Inc. and the Company.***
11.1 Statement regarding computation of earnings per share****
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Price Waterhouse LLP.****
24.1 Power of Attorney.****
- ------------
* Filed on April 12, 1995 as an exhibit to the Company's Registration
Statement on Form S-1 (File No. 33-91124) and incorporated by reference
herein.
** Filed on June 1, 1995 as an exhibit to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 33-91124) and incorporated by
reference herein.
*** Filed on June 15, 1995 as an exhibit to Amendment No. 2 to the Company's
Registration Statement on Form S-1 (File No. 33-91124) and incorporated by
reference herein.
**** Filed on March 30, 1996 as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 (File No. 0-25936) and
incorporated by reference herein.
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