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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 Earliest Event Reported: November 11, 1999
USDATA CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-25936 75-2405152
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
2435 North Central Expressway
Richardson, Texas 75080-2722
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 680-9700
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFIYING ACCOUNTANTS
(a) Previous independent accountants
On November 11, 1999, USDATA Corporation dismissed
PricewaterhouseCoopers LLP as its independent accountants. The
Registrant's Audit Committee participated in and approved the
decision to change independent accountants. The reports of
PricewaterhouseCoopers LLP on the financial statements for the
past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle. In
connection with its audits for the two most recent fiscal
years and through November 11, 1999, there have been no
disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their report on the financial statements
for such years. During the two most recent fiscal years and
through November 11, 1999, there have been no reportable
events as defined in Regulation S-K Item 304(a)(1)(v). The
Registrant has requested that PricewaterhouseCoopers LLP
furnish it with a letter addressed to the SEC stating whether
or not it agrees with the above statements. A copy of such
letter, dated November 15, 1999, is filed as Exhibit 16 to
this Form 8-K.
(b) New independent accountants
The Registrant engaged KPMG LLP as its new independent
accountants as of November 11, 1999. During the two most
recent fiscal years and through November 11, 1999, the
Registrant has not consulted with KPMG LLP regarding either
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Registrant's
financial statements, and neither a written report nor oral
advice was provided to the Registrant that was an important
factor considered by the Registrant in reaching a decision as
to the accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement,
as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions to Item 304 of Regulation
S-K, or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
(16) Letter regarding change in certifying accountant.
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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, thereunto duly authorized.
Dated: November 16, 1999
USDATA Corporation
By: /s/ Robert Drury
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Name: Robert Drury
Title: Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
16 Letter regarding change in
certifying accountant.
</TABLE>
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[PRICEWATERHOUSECOOPERS LETTERHEAD]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
November 15, 1999
We have read the statements made by USDATA Corporation (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report dated November 11, 1999. We agree with the
statements concerning our Firm in such Form 8-K.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
