USDATA CORP
8-K, 2001-01-10
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                            -------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Earliest Event Reported: January 9, 2001



                               USDATA CORPORATION

             (Exact name of registrant as specified in its charter)


         Delaware                       000-25936                75-2405152
-------------------------------      -----------------       ------------------
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
 incorporation or organization)                              Identification No.)


2435 N. Central Expressway, Richardson, Texas               75080-2722
---------------------------------------------       ---------------------------
(Address of principal executive offices)                    (Zip Code)



Registrant's telephone number, including area code (927) 680-9700


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<PAGE>



ITEM 5.           OTHER EVENTS.
                  ------------

         On November  29,  2000,  the  Company  received a Nasdaq  Stock  Market
("Nasdaq") Staff  Determination  that the Company was not in compliance with the
minimum stock market  capitalization of $50,000,000 required by Marketplace Rule
4450(b)(1)(A).  On  January  2,  2001,  the  Company  received  a  Nasdaq  Staff
Determination  that the Company did not meet a 30 day grace  period  provided by
Nasdaq to regain  compliance with this Rule. The Nasdaq Staff  Determination  in
the November 29, 2000 and January 2, 2001 letters also included a statement that
as of the Nasdaq  determination dates, the Company is not in compliance with the
maintenance  standards set forth in alternate  Marketplace  Rules. The alternate
Marketplace  Rules require that the Company  maintain a minimum of $4,000,000 in
net tangible  assets as set forth in  Marketplace  Rule  4450(a)(3),  maintain a
minimum  bid price of its common  stock of at least $1.00 per share as set forth
in Marketplace  Rule 4450(a)(5) and maintain  certain other  requirements.  As a
result,  the  Company's  securities  are  subject to  delisting  from the Nasdaq
National Market.

         The Nasdaq has notified the Company that, absent a successful appeal by
the  Company,  its  common  stock  will be  removed  from  listing on the Nasdaq
National  Market.  The Company has  requested  a hearing  from a Nasdaq  Listing
Qualifications Panel to review the Staff Determination,  and has been advised by
Nasdaq that, pending  completion of the appeal process,  its stock will continue
to be listed on the Nasdaq National  Market.  The Company expects the hearing to
be scheduled for a date within 45 days.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

99.1              Press Release dated January 9, 2001




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<PAGE>



                                    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: January 9, 2001


                                           USDATA CORPORATION


                                           By: /s/ Robert A. Merry
                                              --------------------
                                              Name:  Robert A. Merry
                                              Title: Chief Executive Officer



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<PAGE>



                                  EXHIBIT INDEX


                                                                 Sequentially
Exhibit                                                            Numbered
 No.                           Exhibit Description                  Page


99.1                    Press Release dated January 9, 2001           1






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