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