As filed with the Securities and Exchange Commission on December 15, 1999
Registration No. 333-65505
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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USDATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2405152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2435 NORTH CENTRAL EXPRESSWAY
RICHARDSON, TEXAS 75080-2722
(Address of principal executive offices) (Zip Code)
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USDATA CORPORATION
AMENDED AND RESTATED 1994 EQUITY COMPENSATION PLAN
(Full title of the plan)
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ROBERT A. MERRY
CHIEF EXECUTIVE OFFICER
USDATA CORPORATION
2435 NORTH CENTRAL EXPRESSWAY
RICHARDSON, TEXAS 75080-2722
(Name and address of agent for service)
(972) 680-9700
(Telephone number, including area code, of agent for service)
copy to:
DIANA WECHSLER KEREKES
800 THE SAFEGUARD BUILDING
435 DEVON PARK DRIVE
WAYNE, PENNSYLVANIA 19087-1945
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED (1)(2) PRICE OFFERING FEE (4)
REGISTERED PER SHARE (3)(4) PRICE (3)(4)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $ 0.01 500,000 SHARES $ 9.39 $ 4,695,000 $ 1,240.00
par value per share
========================================================================================================================
<FN>
(1) THE SECURITIES TO BE REGISTERED INCLUDE AN AGGREGATE OF 500,000 SHARES
RESERVED FOR ISSUANCE UNDER THE USDATA CORPORATION AMENDED AND RESTATED
1994 EQUITY COMPENSATION PLAN (THE "PLAN").
(2) PURSUANT TO RULE 416, THIS REGISTRATION STATEMENT ALSO COVERS SUCH
ADDITIONAL SHARES AS MAY HEREINAFTER BE OFFERED OR ISSUED TO PREVENT
DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS, RECAPITALIZATIONS OR
CERTAIN OTHER CAPITAL ADJUSTMENTS.
(3) ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.
(4) CALCULATED PURSUANT TO RULE 457(C) AND 457(H). ACCORDINGLY, THE PRICE PER
SHARE OF COMMON STOCK OFFERED HEREUNDER PURSUANT TO THE PLAN IS CALCULATED
TO BE $9.39, WHICH IS THE AVERAGE OF THE HIGHEST AND LOWEST PRICE PER SHARE
OF COMMON STOCK ON THE NASDAQ NATIONAL MARKET SYSTEM ON DECEMBER 9, 1999.
</FN>
</TABLE>
<PAGE>
PART I
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
USDATA Corporation (the ACompany@) has previously filed Registration
Statements on Form S-8 (File Nos. 333-964 and 333-65505) with respect to
1,226,090 and 773,910 shares of Common Stock, respectively, to be issued under
the Plan. The Registrant is filing this Registration Statement to register an
additional 500,000 shares of Common Stock for issuance under the Plan, so that
an aggregate of 2,500,000 shares of Common Stock under the Plan shall be
registered under the Securities Act of 1933. The Registrant hereby incorporates
by reference in this Registration Statement its previously filed Registration
Statements (File Nos. 333-964 and 333-65505) that relate to the Plan.
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
------- ----------------------
4.1* Amended and Restated 1994 Equity Compensation Plan
(Exhibit 4.1)
5.1 Opinion of Jenkens & Gilchrist, a Professional Corpora-
tion
23.1 Consent of Jenkens & Gilchrist, a Professional Corpora-
tion (included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included with signature page of this
Registration Statement)
-------------
* Filed on October 9, 1998 as an exhibit to the Company's
Registration Statement on Form S-8 (File No. 333-65505) and
incorporated herein by reference.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richardson, State of Texas, on December 14, 1999.
USDATA CORPORATION
By: /s/ Robert A. Merry
-------------------------------------
Robert A. Merry
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Robert A. Merry and Robert L.
Drury, and each of them, each with full power to act without the other, his true
and lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorney-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates included:
<TABLE>
<CAPTION>
Signature Capacity Date
- ---------
<S> <C> <C>
/s/ Robert A. Merry President, Chief Executive Officer, December 14,1999
- ------------------------ (Principal Executive Officer), and
Robert A. Merry Director
/s/ Robert L. Drury Chief Financial Officer, Vice President December 14, 1999
- ------------------------ Finance, Treasurer and Secretary
Robert L. Drury (Principal Financial and Accounting
Officer)
/s/ Max D. Hopper Chairman of the Board and Director December 14,1999
- ------------------------
Max D. Hopper
/s/ Gary J. Anderson Director December 14, 1999
- ------------------------
Gary J. Anderson
/s/ Stephen J. Andriole Director December 14, 1999
- ------------------------
Stephen J. Andriole
II-2
<PAGE>
/s/ Director December __, 1999
- ------------------------
James W. Dixon
/s/ Jack L. Messman Director December 14, 1999
- ------------------------
Jack L. Messman
/s/ Arthur R. Spector Director December 14, 1999
- ------------------------
Arthur R. Spector
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
4.1* Amended and Restated 1994 Equity Compensation Plan
(Exhibit 4.1)
5.1 Opinion of Jenkens & Gilchrist, a Professional Corpora-
tion
23.1 Consent of Jenkens & Gilchrist, a Professional Corpora-
tion (included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included with signature page of this
Registration Statement)
-------------
* Filed on October 9, 1998 as an exhibit to the Company's
Registration Statement on Form S-8 (File No. 333-65505) and
incorporated herein by reference.
EXHIBIT 5.1
[LETTERHEAD OF JENKENS & GILCHRIST]
December 13, 1999
USDATA Corporation
2435 North Central Expressway
Richardson, Texas 75080-2722
Re: USDATA Corporation - Registration Statement on Form S-8
Gentlemen:
We are counsel to USDATA Corporation, a Delaware corporation (the
"Company"), and have acted as such in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about December 13, 1999, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
500,000 shares (the "Shares") of the $0.01 par value common stock (the "Common
Stock") of the Company that have been or may be issued by the Company pursuant
to the USDATA Corporation Amended and Restated 1994 Equity Compensation Plan
(the "Plan").
You have requested an opinion with respect to certain legal aspects of
the proposed offering. In connection therewith, we have examined and relied upon
the original, or copies identified to our satisfaction, of (1) the Certificate
of Incorporation of the Company, as amended, and the Bylaws of the Company, as
amended; (2) minutes and records of the corporate proceedings of the Company
with respect to the establishment of the Plan, the reservation of 500,000 Shares
to be issued pursuant to the Plan and to which the Registration Statement
relates, the issuance of the shares of Common Stock pursuant to the Plan and
related matters; (3) the Registration Statement and exhibits thereto, including
the Plan; and (4) such other documents and instruments as we have deemed
necessary for the expression of opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation, as amended,
the Bylaws, as amended, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent deemed reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the docu-
ments and other matters described above, and assuming that:
<PAGE>
(1) the Shares to be sold and issued in the future will be duly issued
and sold in accordance with the terms of the Plan;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons who
purchase Shares pursuant to the Plan; and
(3) the consideration for the Shares issued pursuant to the Plan is
actually received by the Company as provided in the Plan and exceeds the par
value of such shares;
then, we are of the opinion that, the Shares issued or sold in accordance with
the terms of the Plan will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to us included in or made a part of the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ Ronald J. Frappier
-------------------------
Ronald J. Frappier
Authorized Signatory
EXHIBIT 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999, which appears on
page F-1 of USDATA Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
December 10, 1999
