SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO RULE 13d-1(a)
USDATA Corporation
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
917294100
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(CUSIP Number)
EFRAT SAFRAN
TECNOMATIX TECHNOLOGIES LTD.
DELTA HOUSE, 16 HAGALIM AVE.
HERZELIYA 46733, ISRAEL
+972-9-9544402
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 29, 2003
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(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 that 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: /_/.
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TECNOMATIX TECHNOLOGIES LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO (SEE ITEM 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
THE STATE OF ISRAEL
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
2,648,376(SEE ITEM 5)
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,648,376 (SEE ITEM 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.7%* (SEE ITEM 5)
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14 TYPE OF REPORTING PERSON
CO
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* Based on 3,708,518 shares of Issuer's common stock, $0.01 par value per share,
outstanding and 3,705,100 shares of Issuer's common stock, $0.01 par value per
share, issuable upon conversion of all outstanding preferred stock, $0.01 par
value per share, including accrued dividends thereon, as of April 7, 2003 as set
forth in the Issuer's Schedule 14A filed with the SEC on April 30, 2003.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to common stock,
$0.01 par value per share (the "Common Stock"), of USDATA Corporation, a
Delaware corporation (the "Issuer"). The Issuer's principal executive offices
are located at 2435 N. Central Expressway, Richardson, Texas 75080, USA.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement is filed by Tecnomatix Technologies
Ltd., a company formed under the laws of the State of Israel ("Tecnomatix").
The principal offices of Tecnomatix are located at Delta House, 16 Hagalim
Ave., Herzeliya 46733, Israel. The principal business of Tecnomatix is to
develop and market software solutions for Manufacturing Process Management
(MPM).
2
Annex I, which is hereby incorporated herein by reference, sets forth with
respect to each executive officer, director or controlling person of Tecnomatix,
such person's name, business address and principal employment, the name and
address of any business corporation or other organization in which such
employment is conducted and such person's citizenship.
(d) and (e). Neither Tecnomatix, nor to Tecnomatix's best knowledge, any of
the persons named in Annex I, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years; nor has any of said persons been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The interest in the 2,648,376 shares of Common Stock subject of this
Statement (the "Issuer Securities") was granted in consideration of, and as an
inducement to, the entry by Tecnomatix into the Asset Purchase Agreement (as
defined in Item 4 below).
ITEM 4. PURPOSE OF TRANSACTION.
On July 29, 2003, Tecnomatix, the Issuer and certain other parties entered
into an Asset Purchase Agreement (the "Asset Purchase Agreement") (in the form
attached as Exhibit A hereto and the terms of which are incorporated herein by
reference), pursuant to which, at the Closing (as defined in the Asset Purchase
Agreement), Issuer will sell substantially all of its assets to Tecnomatix or to
subsidiaries of Tecnomatix and Tecnomatix will issue to the Issuer up to
1,011,747 Ordinary Shares, par value NIS 0.01 each, of Tecnomatix, subject to
adjustments as set forth therein (the "Transaction").
The consummation of the Transaction and the other transactions contemplated
by the Asset Purchase Agreement and any ancillary documents are subject to the
satisfaction or waiver of several approvals and closing conditions, including
but not limited to the approval of the stockholders of Issuer of the Transaction
and as further specified in Section 7 of the Asset Purchase Agreement. Prior to
the Closing of the Transaction, Issuer or Tecnomatix may terminate the Asset
Purchase Agreement under certain circumstances, in each case as set forth in the
Asset Purchase Agreement.
In connection with entering into the Asset Purchase Agreement, on July 29,
2003, SCP Private Equity Partners II, L.P. ("SCP"), the largest stockholder of
the Issuer, entered into a Stockholder Undertaking for the benefit of Tecnomatix
(in the form attached as Exhibit B hereto and the terms of which are
incorporated herein by reference) (the "Undertaking") under which SCP agreed,
among other things, not to transfer any of its securities (or the voting rights
thereof) of the Issuer or increase its voting rights before the earlier of nine
(9) months after the termination of the Asset Purchase Agreement or the Closing
of the Transaction (such earlier date, the "Expiration Date"). Under the
Undertaking, SCP also agreed that prior to the Expiration Date, it would (a)
vote the Issuer Securities covered by this Statement in favor of the
Transaction, the Asset Purchase Agreement and related transactions, and any
proposal or action presented to a stockholder vote which would, or could
reasonably be expected to, facilitate the Transaction; (b) vote the Issuer
Securities covered by this Statement against any Acquisition Transaction (as
defined in the Undertaking) or proposal or action which would or could
reasonably be expected to hinder, defeat or disturb the Transaction or
facilitate an Acquisition Transaction; and (c) be present, in person or by
proxy, at all meetings of the Issuer's stockholders at which any matter referred
to in (a) and (b) above is voted upon. Pursuant to the Undertaking, SCP
delivered an executed proxy to Tecnomatix in the form of Annex A of Exhibit B
hereto (the terms of which are incorporated herein by reference), with respect
to the Issuer Securities, under which the members of the board of directors of
Tecnomatix or any other designee of Tecnomatix is appointed as the sole and
exclusive attorneys and proxies of SCP until the Expiration Date to vote the
Issuer Securities in accordance with the voting agreement set forth above and
SCP also agreed not to grant subsequent proxies or powers of attorney with
respect to the Issuer Securities. Under the Undertaking, SCP also agreed to (a)
a termination fee payable to Tecnomatix in the event an Acquisition Transaction
is consummated prior to the Expiration Date; (b) waive its appraisal or similar
rights related to the Transaction; and (c) certain non-solicitation provisions
with respect to an Acquisition Proposal (as defined in the Undertaking), all as
set forth in the Undertaking.
3
As a condition precedent to Tecnomatix entering into the Asset Purchase
Agreement, on July 29, 2003, SCP entered into a Share Purchase Agreement with
Tecnomatix (the "Share Purchase Agreement") (in the form attached as Exhibit C
hereto and the terms of which are incorporated herein by reference) for the
purchase of Ordinary Shares of Tecnomatix, under which SCP agreed, among other
things, not to acquire additional securities of the Issuer and not to permit any
person in which SCP has Beneficial Ownership (as defined in the Share Purchase
Agreement) of more than 50% of such person's outstanding voting securities, or
has the right to appoint the majority of the board of directors or other
governing body of such person, to acquire securities of the Issuer. This
obligation terminates upon the earlier of the Closing or the termination of the
Share Purchase Agreement.
Other than as described above or as contemplated by the Asset Purchase
Agreement, the Undertaking and the Share Purchase Agreement, there are no plans
or proposals of Tecnomatix and the persons controlling Tecnomatix that relate to
or would result in (i) the acquisition by any person of additional Common Stock;
(ii) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the board; (v) any material change in the
present capitalization or dividend policy of the Issuer; (vi) any other material
change in the Issuer's business or corporate structure; (vii) any change in the
Issuer's certificate of incorporation or bylaws, or instruments corresponding
thereto, or other actions that may impede the acquisition of control of the
Issuer by any person; (viii) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or (x) any action similar to any of those enumerated above.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) and (b). The information set forth or incorporated in Item 4 above
(including the Undertaking and the Share Purchase Agreement) is hereby
incorporated by reference. Tecnomatix and the persons controlling Tecnomatix may
be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with SCP
the direct or indirect power to vote, or to direct the voting of, the Issuer
Securities subject to the Undertaking. However, neither Tecnomatix nor any of
the foregoing persons (i) is entitled to any rights as a stockholder of the
Issuer with respect to the Issuer Securities covered by this Statement or (ii)
has any direct or indirect power to vote, direct the voting of, dispose of, or
direct the disposal of, any of the Issuer Securities covered by this Statement
other than the power provided pursuant to the Undertaking.
4
Each of Tecnomatix and the persons controlling Tecnomatix, hereby disclaims
beneficial ownership of any Common Stock (including the Issuer Securities
covered by this Statement), and nothing contained in this Statement shall be
construed as an admission that any such person is, for the purposes of Section
13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any
securities covered by this Statement.
(c). Except as set forth in Items 4 and 5 above, to the best knowledge and
belief of Tecnomatix, no transactions involving the Issuer's Common Stock have
been effected during the past 60 days by Tecnomatix or by any of its directors,
executive officers or controlling persons.
(d) and (e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Items 3 through 5
above (including the Undertaking and the Share Purchase Agreement) is hereby
incorporated by reference.
Except as set forth in Items 3 through 5 above or in the Undertaking or the
Share Purchase Agreement, or otherwise in connection with the Transaction,
neither Tecnomatix nor, to the best knowledge of Tecnomatix, any directors,
executive officers or controlling persons of Tecnomatix, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to any securities of the Issuer or its subsidiaries,
including any contract, arrangement, understanding or relationship concerning
the transfer or the voting of any securities of the Issuer, 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 relating to
the Issuer or any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits to this Statement:
Exhibit A - Asset Purchase Agreement dated July 29, 2003 by and between USDATA
Corporation, Tecnomatix Technologies Ltd. and certain other parties specified
therein.
Exhibit B - Stockholder Undertaking dated July 29, 2003, by SCP Private Equity
Partners II, L.P. for the benefit of Tecnomatix Technologies Ltd.
Exhibit C - Share Purchase Agreement dated July 29, 2003, by and between SCP
Private Equity Partners II, L.P. and Tecnomatix Technologies Ltd.
5
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 7, 2003
TECNOMATIX TECHNOLOGIES LTD.
By: /s/ Jaron Lotan
_________________________
Name: Jaron Lotan
Title: President &
Chief Operation Officer
By: /s/ Oren Steinberg
___________________________
Name: Oren Steinberg
Title: Executive Vice President
& Chief Financial Officer
6
ANNEX I
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NAME POSITION CITZENSHIP
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Harel Beit-On Chairman of the Board of Directors and Chief Israel
Executive Officer
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Shlomo Dovrat Vice Chairman of the Board of Directors Israel
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Kenneth J. Bialkin Director U.S.A
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Gerald B. Cramer Director U.S.A
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Aharon Dovrat Director Israel
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Avi Zeevi Director Israel
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Talia Livni Director Israel
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Jaron Lotan President and Chief Operating Officer Israel / Dutch
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Oren Steinberg Executive Vice President and Chief Financial Officer Israel
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Alex Shapira Executive Vice President of Product Operations Israel
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Amir Livne Executive Vice President of Business Development and Israel
Strategy
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Olivier Leteurtre Executive Vice President of Sales and Field French
Operations
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Israel Levy Chief Executive Officer of Tecnomatix Unicam, Inc. Israel
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The address of all the above listed is at Tecnomatix Technologies Ltd., Delta
House, 16 Hagalim Ave., Herzeliya 46733, Israel.
7