-----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, VZNilBFtPlNd5HdJM2JqrEdsyuF39TK7ZvPDMt3txr49xnvILYXDalAfgsvXY7GT yHxcmtLlL/nkPupm3UUrlg== 0000950134-01-504209.txt : 20010720 0000950134-01-504209.hdr.sgml : 20010720 ACCESSION NUMBER: 0000950134-01-504209 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010719 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010719 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: 8-K SEC ACT: SEC FILE NUMBER: 000-25936 FILM NUMBER: 1684825 BUSINESS ADDRESS: STREET 1: 2435 NORTH CENTRAL EXPRESSWAY CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 9726809700 8-K 1 d89194e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 16(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported: July 19, 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) (I.R.S. Employer Incorporation or Organization) Identification No.)
2435 N. Central Expressway, Richardson, TX 75080 ------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (972) 680-9700 2 ITEM 5. OTHER EVENTS On July 10, 2001, USDATA Corporation's (the "Company") board of directors by written consent recommended that the stockholders approve an amendment to the Company's Certificate of Incorporation to effect a one-for-five reverse stock split (the "Reverse Split") of the Company's issued and outstanding Common Stock (the "Existing Common"). On July 10, 2001, the holders of a majority of the outstanding shares of Common Stock approved the amendment by written consent. Approval by the board of directors and by the holders of a majority of the outstanding shares of Common Stock is adequate under Delaware law to effect the amendment. The amendment will become effective upon the filing of the amendment to the Company's Certificate of Incorporation with the Delaware Secretary of State on or about August 17, 2001 (the "Effective Date"). Pursuant to the Reverse Split, each five shares of Existing Common outstanding immediately prior to the Effective Date will be reclassified as, and exchanged for, one share of newly issued Common Stock, par value $0.01 per share ("New Common"). The closing bid price for the Existing Common has been less than $1.00 for more than 30 consecutive trading days, and the Company is thus not in compliance with the requirements for continued listing on The Nasdaq National Market. The Company has been in communication with the staff of The Nasdaq Stock Market, Inc. ("Nasdaq") regarding this matter and has been granted an extension of further delisting action by Nasdaq pending the completion of the Reverse Split on or about August 17, 2001. The Company has determined that a Reverse Split is necessary to meet and maintain the minimum bid price of $1.00. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press Release dated July 19, 2001 3 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: July 19, 2001 USDATA CORPORATION By: /s/ Robert A. Merry --------------------- Name: Robert A. Merry Title: Chief Executive Officer 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated July 19, 2001
EX-99.1 2 d89194ex99-1.txt PRESS RELEASE DATED JULY 19, 2001 1 EXHIBIT 99.1 - PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Jim Fleet Chief Financial Officer 972/680-9700, Ext. 338 USDATA ANNOUNCES SECOND QUARTER 2001 OPERATING RESULTS AND REVERSE STOCK SPLIT RICHARDSON, TX, July 19, 2001 (NASDAQ: USDC) - USDATA Corporation today announced operating income of $61,000 for the quarter ended June 30, 2001, a significant improvement when compared to the second quarter 2000 operating loss of $5.1 million, including restructuring charges of $542,000. Total revenue for the quarter ended June 30, 2001 was $3.8 million compared to $3.8 million for the same period in 2000. The company's net income for the quarter ended June 30, 2001 increased to $31,000 compared to a net loss of $12.6 million for the same period in 2000. For the six month period ended June 30, 2001, the net loss was $508,000, a major improvement when compared with a net loss of $19.6 million for the same period in 2000. Total revenue for the six-month period ended June 30, 2001 was $7.3 million compared to $7.3 million for the same period in 2000. "Our goal to return to profitability in the second quarter of 2001 has been achieved," said Bob Merry, President and Chief Executive Officer of USDATA. "Our second quarter results reflect the streamlining of our operations and management's focus on profitability," Merry continues, "These operational initiatives are only part of the story. Additionally, USDATA maintained its leadership in the areas of manufacturing and process automation with a major new product release, FactoryLink++ and we continue to invest in product research and development to provide the product knowledge and process control services that the manufacturing sector is looking for in today's market. All these factors combined contributed to the company's net income of $31,000 in the second quarter of 2001." Winston Churchill, managing partner of SCP Private Equity Partners and USDATA's Chairman of the Board, stated, "We are pleased that USDATA showed positive EBITDA in the first quarter of 2001, and continued to strengthen its performance with positive operating results in this second quarter. The company focused on its core competencies and achieved these results despite the difficult market and economic conditions this year." The company also announced today its intention to effect a one-for-five reverse split of its common stock to holders of record on July 19, 2001. The company expects that the effective date will be on or about August 17, 2001, subject to certain conditions and filing requirements. Pursuant to the reverse stock split, each five shares of common stock outstanding prior to the effective date will be reclassified as one share of common stock. The reverse stock split will not materially affect a stockholder's voting rights or proportionate equity interest in the company. It will, however, decrease the number of shares of issued and outstanding USDATA common stock from 14,075,055 to 2,815,011. The reported per share amounts do not give effect to this reverse stock split. On July 10, 2001, the reverse split was approved by the company's board of directors and by the holders of a majority of the outstanding shares of common stock, by written consent. An 2 information statement describing the details of the transaction and providing stockholders with instructions for exchanging their shares will be mailed to all of the Company's stockholders. "Our intention to effect a one-for-five reverse stock split is to bring USDATA's stock price in line with the listing requirements of the Nasdaq National Market," said Bob Merry. "USDATA's new business plan is working and in conjunction with the reverse stock split, we are expecting USDATA's stock price to continue to meet the Nasdaq listing requirement." Merry continues. Now in its 26th year, USDATA Corporation, headquartered in Richardson, Texas (NASDAQ: USDC) is the leading global provider of software and services that give enterprises the knowledge and control needed to perfect the products they produce and the processes they manage. Based upon a tradition of flexible service, innovation and integration, USDATA's software currently operates in more than 60 countries around the globe, including seventeen of the top twenty-five manufacturers. USDATA's software heritage is born out of manufacturing and process automation solutions and has grown to encompass the industry's deepest product knowledge and control solutions. With an eye towards the future of e-business, USDATA continues to innovate solutions that will support the integration of enterprise production and automation information into the supply chain. The company has nine offices worldwide and a global network of distribution and support partners. For more information, visit USDATA on the Web at www.usdata.com. This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding revenues, margins, operating expenses, earnings, growth rates and certain business trends that are subject to risks and uncertainties that could cause actual results to differ materially from the results described herein. Specifically, the ability to grow product and service revenues may not continue and the Company may not be successful in developing new products, product enhancements or services on a timely basis or in a manner that satisfies customers needs or achieves market acceptance. Other factors that could cause actual results to differ materially are: competitive pricing and supply, market acceptance and success for service offerings, short-term interest rate fluctuations, general economic conditions, employee turnover, possible future litigation, and related uncertainties on future revenue and earnings as well as the risks and uncertainties set forth from time to time in the Company's other public reports and filings and public statements. Recipients of this document are cautioned to consider these risks and uncertainties and to not place undue reliance on these forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. 3 USDATA CORPORATION Consolidated Statements of Operations (In thousands, except per share data)
Three months ended Six months ended June 30, June 30, (unaudited) (unaudited) 2001 2000 2001 2000 ---- ---- ---- ---- Revenues $ 3,843 $ 3,761 $ 7,311 $ 7,306 Operating expenses 3,782 8,850 7,728 14,995 -------- -------- -------- -------- Operating income (loss) 61 (5,089) (417) (7,689) Income (loss) from continuing operations 31 (5,321) (508) (7,947) Loss from discontinued operations -0- (7,254) -0- (11,692) -------- -------- -------- -------- Net income (loss) 31 (12,575) (508) (19,639) Preferred stock dividends, preferred stock warrants and beneficial conversion (668) (108) (8,798) (216) -------- -------- -------- -------- Net loss applicable to common stockholders $ (637) $(12,683) $ (9,306) $(19,855) Loss per share from continuing operations Basic and diluted $ (0.05) $ (0.41) $ (0.66) $ (0.63) Net loss per common share: Basic and diluted $ (0.05) $ (0.96) $ (0.66) $ (1.53) Weighted average shares outstanding: Basic and diluted 14,075 13,154 14,072 13,013
4 USDATA CORPORATION Consolidated Balance Sheets (In thousands)
June 30, 2001 December 31, 2000 ------------- ----------------- (unaudited) (audited) Cash and cash equivalents $ 870 $ 673 Accounts receivable, net 3,062 4,073 Other assets 10,247 11,608 Total assets $ 14,179 $ 16,354 ======== ======== Current liabilities $ 5,845 $ 7,457 Net liabilities of discontinued operation 713 2,413 Long-term debt, less current portion 681 554 Redeemable convertible preferred stock -0- 27,142 Stockholders' equity (deficit) 6,940 (21,212) -------- -------- Total liabilities and stockholders' equity $ 14,179 $ 16,354 ======== ========
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