8-K 1 0001.txt FORM 8-K 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 1 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 2 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 3 EXHIBIT INDEX Sequentially Exhibit Numbered No. Exhibit Description Page 99.1 Press Release dated January 9, 2001 1 4