-----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, R5VIWNKvE66u4BpK5Qc5JzayX/wwM5S0b20v91IO39NOE0fsn2eBwuf7Er1D6cux xmBCy8tfjrGKKH/hWaQBzA== 0000899078-99-000495.txt : 19991216 0000899078-99-000495.hdr.sgml : 19991216 ACCESSION NUMBER: 0000899078-99-000495 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991215 EFFECTIVENESS DATE: 19991215 FILER: 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: S-8 POS SEC ACT: SEC FILE NUMBER: 333-65505 FILM NUMBER: 99774666 BUSINESS ADDRESS: STREET 1: 2435 NORTH CENTRAL EXPRESSWAY CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 9726809700 S-8 POS 1 AMENDED AND RESTATED FORM S-8 FOR USDATA As filed with the Securities and Exchange Commission on December 15, 1999 Registration No. 333-65505 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- 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) ----------------------- USDATA CORPORATION AMENDED AND RESTATED 1994 EQUITY COMPENSATION PLAN (Full title of the plan) ----------------------- 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 -----------------------
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) - ------------------------------------------------------------------------------------------------------------------------ Common Stock, $ 0.01 500,000 SHARES $ 9.39 $ 4,695,000 $ 1,240.00 par value per share ======================================================================================================================== (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.
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 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:
Signature Capacity Date - --------- /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 /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
II-3 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. EX-5 2 EXHIBIT 5.1 - OPINION OF JENKENS & GILCHRIST 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: (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 EX-23 3 EXHIBIT 23.2 - CONSENT OF INDEPENDENT ACCOUNTANTS 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 -----END PRIVACY-ENHANCED MESSAGE-----