-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IEzkbaYNUEmYsO7EWi33Gf7e787pZ3tVOEeCEdarrIo5g2ja1aTd58iKBYRBWnWJ 2PTOf/uGLxS1bplWYbrByA== 0000893220-02-001198.txt : 20021007 0000893220-02-001198.hdr.sgml : 20021007 20021007142847 ACCESSION NUMBER: 0000893220-02-001198 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021007 GROUP MEMBERS: SAFEGUARD 2000 CAPITAL, L.P. GROUP MEMBERS: SAFEGUARD DELAWARE,INC. GROUP MEMBERS: SAFEGUARD SCIENTIFICS (DELAWARE), INC. GROUP MEMBERS: SAFEGUARD SCIENTIFICS,INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USDATA CORP CENTRAL INDEX KEY: 0000943895 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752405152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49134 FILM NUMBER: 02783049 BUSINESS ADDRESS: STREET 1: 2435 NORTH CENTRAL EXPRESSWAY CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 9726809700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD SCIENTIFICS INC ET AL CENTRAL INDEX KEY: 0000086115 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 231609753 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DR STREET 2: 800 THE SAFEGUARD BLDG CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102930600 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD CORP DATE OF NAME CHANGE: 19690521 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD INDUSTRIES INC DATE OF NAME CHANGE: 19810525 SC 13D/A 1 w64371sc13dza.txt SC 13D/A FILED BY SAFEGUARD SCIENTIFICS,INC. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* USDATA Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 917294 30 8 - -------------------------------------------------------------------------------- (CUSIP Number) Diana Wechsler Kerekes, Esq. 800 The Safeguard Building, 435 Devon Park Drive Wayne, PA 19087-1945 (610) 293-0600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. CUSIP No. 917294 30 8 1 NAME OF REPORTING PERSON Safeguard Scientifics, Inc. - -------------------------------------------------------------------------------- S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 23-1609753 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*)[X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- (*) Excludes an aggregate of 11,197 shares of common stock held by certain executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3) foundations controlled by them. Safeguard Scientifics, Inc. disclaims beneficial ownership of such shares. CUSIP No. 917294 30 8 1 NAME OF REPORTING PERSON Safeguard Delaware, Inc. - -------------------------------------------------------------------------------- S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 52-2081181 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*)[ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- CUSIP No. 917294 30 8 1 NAME OF REPORTING PERSON Safeguard Scientifics (Delaware), Inc. - -------------------------------------------------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 51-0291171 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*)[ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- CUSIP No. 917294 30 8 1 NAME OF REPORTING PERSON Safeguard 2000 Capital, L.P. - -------------------------------------------------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 23-3026167 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*)[ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- The following information supplements and amends the information contained in the Schedule 13D previously filed by Safeguard Scientifics, Inc. ("Safeguard") relating to the ownership by its subsidiaries of the common stock, $0.01 par value per share, of USDATA Corporation, a Delaware corporation (the "Company"), listed on the cover pages of this amendment. ITEM 2. IDENTITY AND BACKGROUND No change except as follows: (a)-(c) This Schedule 13D is being filed by Safeguard Scientifics, Inc. ("Safeguard"), Safeguard Delaware, Inc. ("SDI"), Safeguard Scientifics (Delaware), Inc. ("SSD"), and Safeguard 2000 Capital L.P. ("Safeguard 2000") (collectively, the "Reporting Persons" and, individually, a "Reporting Person"). Safeguard is a leader in building and operating technology companies in three principal areas: business and IT services, software, and emerging technologies. SSD and SDI are wholly owned subsidiaries of Safeguard. SDI is the general partner of Safeguard 2000, a limited partnership organized under the laws of Delaware, and has sole voting and dispositive power over the securities owned by Safeguard 2000. Set forth in Schedule I annexed hereto are the name, identity and background of each Reporting Person and set forth in Schedules II, III, and IV are the information required by Item 2 of Schedule 13D about the identity and background of each Reporting Person's directors, executive officers and controlling persons, if any. ITEM 4. PURPOSE OF TRANSACTION Pursuant to the Stock Purchase Agreement dated as of August ___, 2002, by and among the Reporting Persons and SCP Private Equity Partners II, L.P. ("SCP"), on October 1, 2002, SCP acquired in a private sale (a) 322,405 shares of Common Stock of the Company ("Common Stock") and 50,000 shares of Series A Preferred Stock of the Company ("Series A Preferred") from SDI; (b) 680,777 shares of Common Stock from SSD; and (c) 132,500 shares of Series B Preferred Stock of the Company ("Series B Preferred") and warrants to purchase 5,300,000 shares of Series A-2 Preferred Stock of eMake Corporation (the "eMake Preferred") from Safeguard 2000. SCP paid an aggregate purchase price of $300,000 for the securities. In connection with the purchase of the warrants from Safeguard 2000, SCP expects to receive an assignment from Safeguard 2000 of Safeguard 2000's rights to convert the eMake Preferred shares issuable upon exercise of the warrants (the "Warrant Shares") into shares of Series B Preferred under that certain Exchange Agreement, dated September 12, 2000, by and between the Issuer and Safeguard 2000 (the "Exchange Agreement"). Under that certain Warrant Agreement, dated March 30, 2001, among the Company, Safeguard 2000 and SCP, Safeguard 2000 is prohibited from converting its Warrant Shares into shares of Series B Preferred, and such prohibition would be applicable to SCP as an assignee of the Exchange Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Replace the disclosure previously contained in Item 5 with the following: The table below sets forth the aggregate number of shares and percentage of the Company's outstanding shares beneficially owned by each Reporting Person. Except as otherwise noted, each person listed has sole voting and dispositive power over all shares listed opposite its name. Any of the aforementioned persons whose names do not appear in the table below do not, to the best of each Reporting Person's knowledge, beneficially own any shares of the Company. Unless otherwise indicated in Schedule V annexed hereto, no Reporting Person or director or executive officer of a Reporting Person listed on Schedules II through IV annexed hereto has consummated any transaction in the Company's shares during the past sixty days other than as set forth herein.
Beneficial Ownership -------------------- Number of Percentage Shares of Total ------ -------- Safeguard Scientifics, Inc. 0 0% Safeguard Delaware, Inc. 0 0% Safeguard Scientifics (Delaware), Inc. 0 0% Safeguard 2000 Capital L.P. 0 0%
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described in Item 4 of this statement on Schedule 13D, to each Reporting Person's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Stock Purchase Agreement dated as of August ___, 2002 by and among Safeguard Delaware, Inc., Safeguard Scientifics (Delaware), Inc., Safeguard 2000 Capital L.P. and SCP Private Equity Partners II L.P. 99.2 Exchange Agreement dated as of September 12, 2000 (incorporated by reference to Exhibit 99.2 filed on September 20, 2000 as an exhibit to Schedule 13D filed by Reporting Persons)
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information named in this schedule is true, complete and correct. Date: October 4, 2002 Safeguard Scientifics, Inc. By: /s/ N. Jeffrey Klauder ------------------------------ N. Jeffrey Klauder Managing Director and General Counsel Date: October 4, 2002 Safeguard Delaware, Inc. By: /s/ N. Jeffrey Klauder ------------------------------ N. Jeffrey Klauder Vice President Date: October 4, 2002 Safeguard Scientifics (Delaware), Inc. By: /s/ N. Jeffrey Klauder ------------------------------ N. Jeffrey Klauder Vice President Date: October 4, 2002 Safeguard 2000 Capital L.P. By: Safeguard Delaware, Inc. Its: General Partner By: /s/ N. Jeffrey Klauder ------------------------------ N. Jeffrey Klauder Vice President
SCHEDULE I 1. Safeguard Scientifics, Inc. Safeguard Scientifics, Inc., a Pennsylvania corporation ("Safeguard"), owns all of the outstanding capital stock of Safeguard Delaware, Inc., a Delaware corporation ("SDI"), and Safeguard Scientifics (Delaware), Inc., a Delaware corporation ("SSD"). Safeguard has an address at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Safeguard is a leader in building and operating technology companies in three principal areas: business and IT services, software, and emerging technologies. See Schedule II with respect to the executive officers and directors of Safeguard as of the date of this Schedule 13D. 2. Safeguard Delaware, Inc. SDI is a wholly owned subsidiary of Safeguard. SDI is a holding company and has an office at 103 Springer Building, 3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. SDI is the general partner of Safeguard 2000 Capital L.P. ("Safeguard 2000"), a Delaware limited partnership. Schedule III provides information about the executive officers and directors of SDI as of the date of this Schedule 13D. 3. Safeguard Scientifics (Delaware), Inc. SSD is a wholly owned subsidiary of Safeguard. SSD is a holding company and has an office at 103 Springer Building, 3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. Schedule IV provides information about the executive officers and directors of SSD as of the date of this Schedule 13D. 4. Safeguard 2000 Capital L.P. Safeguard 2000 is a Delaware limited partnership with a principal place of business at 1013 Centre Road, Suite 350, Wilmington, DE 19095. SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS(*) Anthony L. Craig President, Chief Executive Officer and Safeguard Scientifics,Inc. Director 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Michael F. Cola Managing Director, Corporate Operations Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Robert D. Crowley Managing Director, Software Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Christopher J. Davis Managing Director and Chief Financial Safeguard Scientifics,Inc. Officer 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Anthony A. Ibarguen Managing Director, Business & IT Services Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Managing Director and General Counsel Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS(*) Robert E. Keith, Jr. Managing Director of TL Ventures and TL Ventures President and CEO, Technology Leaders 700 Building Management, Inc. 435 Devon Park Drive Wayne, PA 19087 Anthony L. Craig Same as above Same as above Vincent G. Bell, Jr. President and Chief Executive Officer, Verus Corporation Verus Corporation 5 Radnor Corporate Center Suite 520 Radnor, PA 19087 Walter W. Buckley, III Chairman and CEO, Internet Capital Group, Internet Capital Group Inc. 435 Devon Park Drive Building 600 Wayne, PA 19087 Robert A. Fox President, R.A.F. Industries R.A.F. Industries One Pitcairn Pl, Suite 2100 165 Township Line Road Jenkintown, PA 19046-3593 Jack L. Messman Chairman, President, CEO, Novell, Inc. Novell, Inc. 1800 South Novell Place Provo, UT 84606 Russell E. Palmer Chairman and CEO, The Palmer Group The Palmer Group 3600 Market Street, Suite 530 Philadelphia, PA 19104 John W. Poduska Sr. Consultant 295 Meadowbrook Rd. Weston, MA 02493-2450
(*) All Executive Officers and Directors are U.S. Citizens. SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS(*) Anthony L. Craig President, Safeguard Delaware, Inc.; Safeguard Scientifics, Inc. President and CEO, Safeguard Scientifics, 800 The Safeguard Building Inc. 435 Devon Park Drive Wayne, PA 19087 Christopher J. Davis Vice President & Treasurer, Safeguard Safeguard Scientifics,Inc. Delaware, Inc.; Managing Director and CFO, 800 The Safeguard Building Safeguard Scientifics, Inc. 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Vice President & Assistant Secretary, Safeguard Scientifics,Inc. Safeguard Delaware, Inc.; Managing 800 The Safeguard Building Director and General Counsel, Safeguard 435 Devon Park Drive Scientifics, Inc. Wayne, PA 19087 DIRECTORS(*) Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc. Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Joseph R. DeSanto Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya L. Zweier Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
(*) All Executive Officers and Directors are U.S. Citizens. SCHEDULE IV EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS(*) Anthony L. Craig President, Safeguard Scientifics Safeguard Scientifics, Inc. (Delaware), Inc.; President and CEO, 800 The Safeguard Building Safeguard Scientifics, Inc. 435 Devon Park Drive Wayne, PA 19087 Christopher J. Davis Vice President & Treasurer, Safeguard Safeguard Scientifics,Inc. Scientifics (Delaware), Inc.; Managing 800 The Safeguard Building Director and CFO, Safeguard Scientifics, 435 Devon Park Drive Inc. Wayne, PA 19087 N. Jeffrey Klauder Vice President & Assistant Secretary, Safeguard Scientifics,Inc. Safeguard Scientifics (Delaware), Inc.; 800 The Safeguard Building Managing Director and General Counsel, 435 Devon Park Drive Safeguard Scientifics, Inc. Wayne, PA 19087 DIRECTORS(*) Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc. Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Joseph R. DeSanto Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya L. Zweier Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
(*) All Executive Officers and Directors are U.S. Citizens. SCHEDULE V All of the following transactions were effected by the executive officers and directors of the Reporting Persons listed below, in brokers' transactions in the Nasdaq National Market.
Name Transaction Date Type of Transaction Shares Price Per Share - ---- ---------------- ------------------- ------ ---------------
EX-99.1 3 w64371exv99w1.txt STOCK PURCHASE AGREEMENT EXHIBIT 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement"), dated as of August __, 2002, is by and among the entities listed on Exhibit A hereto (each, a "Seller" and collectively, the "Sellers") and SCP Private Equity Partners II, L.P. ("Purchaser"). W I T N E S S E T H: WHEREAS, the Sellers own the shares of USDATA Corporation ("USDATA") described on Exhibit "A" (the "Shares") and the warrants of eMake Corporation (together with USDATA, the "Company") described on Exhibit A (the "Warrants": collectively with the Shares referred to as the "Securities"); WHEREAS, the Sellers desire to sell to Purchaser all of the Securities, which constitute all of the shares of capital stock of the Company owned by the Sellers, and Purchaser wishes to purchase the Securities from the Seller on the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows: ARTICLE 1 THE SECURITIES SECTION 1.1 SALE AND PURCHASE OF THE SECURITIES. In reliance upon the representations and warranties made herein, Sellers agree to sell the Securities and transfer any and all rights associated with such Securities to Purchaser, and Purchaser agrees to purchase the Securities from Sellers as set forth opposite such Seller's name on Exhibit A. SECTION 1.2 PURCHASE PRICE. The purchase price for the Securities shall be $300,000 cash ("Cash Purchase Price"). SECTION 1.3 CLOSING. The closing of the purchase and sale of the Securities (the "Closing") shall be held concurrently with the execution and delivery of this Agreement, no later than August 31, 2002, at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA, or at any other time and place or in such other manner to which the Sellers and the Purchaser may agree. At the Closing, the Sellers will cause to be delivered to the Purchaser (i) certificates representing the Shares together with stock powers with respect to each certificate duly executed in blank, and (ii) such instruments of transfer necessary to effectuate a legal, valid and proper transfer of the Warrants to the Purchaser (the "Warrant Transfers"), against payment of the Cash Purchase Price to the Sellers by wire transfer of immediately available funds to such account as the Sellers may specify in writing. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE SELLER Sellers jointly and severally represent and warrant to and agree with the Purchaser as follows: SECTION 2.1 TITLE TO SECURITIES. Each Seller holds record and beneficial ownership of the Securities set forth on Exhibit A opposite its name, free and clear of any and all liens, security interests, pledges, mortgages, charges, limitation, claims, restrictions, restrictive legends, rights of first refusal, rights of first offer, rights of first negotiation or other encumbrances of any kind or nature whatsoever ("Liens"), and the delivery of such Securities to the Purchaser at the Closing pursuant to this Agreement will transfer to the Purchaser valid beneficial ownership thereto free and clear of all Liens. The Securities constitute all the shares of capital stock of the Company and rights to acquire capital stock of the Company owned by the Sellers. SECTION 2.2 POWER AND AUTHORITY OF SELLERS. Each Seller has all requisite power and authority to execute, deliver and perform this Agreement and to execute and deliver the stock certificates or instruments to be executed and delivered pursuant hereto by such Seller and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by each Seller and constitutes the valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity. SECTION 2.3 ABSENCE OF CONFLICTING AGREEMENTS. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, do not, with or without the giving of notice, the lapse of time or both: (i) contravene or conflict with, or constitute a violation of, any judgment, injunction, order or decree binding upon or applicable to any Seller, (ii) require any consent, approval or other action by any third party, (iii) contravene or conflict with, or constitute a violation of, any agreement to which any Seller is a party or by which any Seller is bound, or (iv) result in the creation or imposition of any Lien on the Securities. SECTION 2.4 BROKER'S FEES. Purchaser does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereby or based in any way upon agreements, arrangements or understandings made by or on behalf of any Seller hereunder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants to, and agrees with, the Sellers as follows: -2- SECTION 3.1 ACCREDITED INVESTOR AND INVESTMENT PURPOSE. Purchaser is an "accredited investor" as that term is defined in Rule 501(a) of the Act. The Securities will be acquired for investment for Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. SECTION 3.2 POWER AND AUTHORITY. Purchaser has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser, enforceable in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity. SECTION 3.4 BROKER'S FEES. Purchaser does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereby or based in any way upon agreements, arrangements or understandings made by or on behalf of Purchaser hereunder. SECTION 3.5 ABSENCE OF CONFLICTING AGREEMENTS. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, do not, with or without the giving of notice, the lapse of time or both: (i) contravene or conflict with, or constitute a violation of, any judgment, injunction, order or decree binding upon or applicable to Purchaser, (ii) require any consent, approval or other action by any third party, or (iii) contravene or conflict with, or constitute a violation of, any agreement to which Purchaser is a party or by which Purchaser is bound. ARTICLE 4. COVENANTS OF THE PARTIES SECTION 4.1 FURTHER ASSURANCES. At any time or from time to time after the Closing, each of the Sellers and Purchaser shall, at the reasonable request and expense of the other party or its counsel (unless such request is occasioned by the breach of a representation, warranty or covenant of the other party, in which case it shall be at the expense of such breaching party), execute and deliver any further instruments or documents and take all such further action in order to evidence or otherwise facilitate the consummation of the transactions contemplated hereby. SECTION 4.2 NO OTHER REPRESENTATIONS OR WARRANTIES. Except as set forth in this Agreement, no party is making, or is relying on, any express or implied representations or warranties relating to any party or to the consummation of the transactions contemplated hereby. Each party is making its decision to consummate the purchase and sale of the Securities described herein on the basis of its due diligence investigation of the Company and not on any representation, warranty, statement or information made or communicated (orally or in writing) to by the other party or any affiliate, representative or agent thereof, other than as set forth in this -3- Agreement. The representations and warranties made by Sellers and Purchaser in Article 2 and 3, respectively, shall survive the Closing and the delivery of the Securities. SECTION 4.3 CONFIDENTIALITY. Each of the parties agrees to keep this Agreement and its terms in strict confidence and will not publish, disclose, communicate, or otherwise in any way make known to others (whether persons or entities) the nature, terms, or specifics of this Agreement or the claims or negotiations resulting in this Agreement; provided, however, that non-disclosure obligations set forth herein shall not apply to the extent that a party is required by law to disclose any such information, including any required SEC filings. SECTION 4.4 ADDITIONAL PURCHASE PRICE. Upon receipt by Purchaser of consideration greater than the Cash Purchase Price as a result of the sale, transfer or other disposition of the Securities, or any portion thereof, or sale of all or substantially all of the assets or stock of USDATA ("Transfer"), on or before December 31, 2003, Sellers shall receive an aggregate of 25% ("Sellers' Share") of the excess that Purchaser receives over the Cash Purchase Price (or applicable portion thereof) in the same form and on the same terms and conditions, received by Purchaser in such Transfer, provided that the aggregate Sellers' Share shall be paid to Safeguard Delaware, Inc., as agent for the Sellers and shall be distributed by Safeguard Delaware, Inc. to the Sellers in accordance with any agreements among them with respect thereto. Purchaser shall notify Sellers in writing of any such Transfer, provide Sellers with copies of the Transfer documents and shall certify in writing the consideration received in such Transfer. If the consideration received in a Transfer is other than cash, the value of such non-cash consideration shall be as determined in the Transfer documents. ARTICLE 5 MISCELLANEOUS SECTION 5.1 EXPENSES. Each party hereto shall pay its own expenses in connection with the transactions contemplated hereby, whether or not such transactions shall be consummated. SECTION 5.2 NOTICES. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally, (ii) mailed, certified or registered mail, with postage prepaid or (iii) sent by next-day or overnight mail or delivery or sent by telecopy, as follows: (a) if to Sellers, to: c/o Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Attn: Chief Financial Officer Fax: 610/293-0601 (b) if to the Purchaser, to: SCP Private Equity Partners II, L.P. 300 Building -4- 435 Devon Park Drive Wayne, PA 19087 Attn: Charles C. Freyer Fax: 610-975-9546 or, in each case, at such other address as may be specified in writing to the other parties hereto. All such notices, requests, demands, waivers and other communications shall be deemed to have been received (i) if by personal delivery on the day after such delivery, (ii) if by certified or registered mail, on the fifth business day after the mailing thereof, (iii) if by next-day or overnight mail or delivery, on the day delivered and (iv) if by telecopy, on the next day following the day on which such telecopy was sent, provided that a copy is also sent by certified or registered mail. SECTION 5.3 GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be performed wholly within such jurisdiction. SECTION 5.4 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of each of the other parties hereto. SECTION 5.5 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns. SECTION 5.6 AMENDMENT; WAIVERS, ETC. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. SECTION 5.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. SECTION 5.8 COUNTERPARTS; FACSIMILE. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. The reproduction of signatures by means of telecopying device shall be treated as though such reproductions are executed originals. -5- IN WITNESS WHEREOF, Purchaser and the Sellers have caused this Agreement to be executed and delivered by the undersigned duly authorized officers as of the day and year first above written.
SELLERS: PURCHASER: Safeguard Delaware, Inc. SCP Private Equity Partners II, L.P. By: SCP Private Equity II General Partner, L.P. By: SCP Private Equity II, LLC By: /s/ N. Jeffrey Klauder By: /s/ Winston J. Churchill ---------------------- ------------------------ Name: N. Jeffrey Klauder Name: Winston J. Churchill Title: Vice President Title: -------------------- Safeguard Scientifics (Delaware), Inc. By: /s/ N. Jeffrey Klauder ---------------------- Name: N. Jeffrey Klauder Title: Vice President Safeguard 2000 Capital, L.P. By: Safeguard Delaware, Inc. By: /s/N. Jeffrey Klauder ---------------------- Name: N. Jeffrey Klauder Title: Vice President
-6- EXHIBIT A
SELLERS USDATA eMAKE Safeguard Delaware, Inc. 322,405 shares of common stock 50,000 shares of Series A Preferred Stock* Safeguard Scientifics (Delaware), Inc. 680,777 shares of common stock Safeguard 2000 Capital, L.P. 132,500 shares of Series B Warrants to purchase 5,300,000 shares Preferred Stock* of Series A-2 Preferred Stock
* For convenience, these numbers do not include accrued dividends; however, such dividends are intended to be among the Securities transferred to the Purchaser pursuant hereto -7- -----END PRIVACY-ENHANCED MESSAGE-----