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: October 1, 2002
USDATA Corporation
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-25936 75-2405152
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
2435 N. Central Expressway, Richardson, TX 75080
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(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number, Including Area Code: (972) 680-9700
ITEM 2. Acquisition or Disposition of Assets.
On October 1, 2002, USDATA Corporation, a Delaware corporation
("USDATA"), acquired all the issued and outstanding stock of Wizard Information
Systems, Ltd ("Wizard"), pursuant to the terms of an Agreement for the Purchase
of Wizard Information Systems Limited ("Acquisition Agreement"), dated October
1, 2002 ("Completion Date"), by and among USDATA and John Adrian Wise and David
John Moody (each a "Seller" and together the "Sellers"). Wizard is a privately
held company located in the United Kingdom and is one of USDATA's largest
European distributors. Wizard is also an independent automation solutions
provider founded in 1995 and has offices in the United Kingdom, France and the
Netherlands.
In connection with the acquisition, USDATA paid consideration of
$140,000 in cash, 220,752 unregistered shares of USDATA common stock (the
"Common Stock"), and 16,800 shares of USDATA Series B Preferred Stock (the
"Series B Preferred Stock"), each of which is convertible into 3.28 shares of
Common Stock. In addition, the Sellers are entitled to receive additional
consideration in the aggregate; (i) a maximum of 257,544 shares of unregistered
Common Stock and 19,600 shares of Series B Preferred Stock ("Performance
Shares") contingent upon Wizard achieving a certain target gross revenue level
by March 31, 2003, and (ii) a maximum of 257,544 shares of Common Stock and
19,600 shares of Series B Preferred Stock ("Retention Shares") contingent upon
continued employment with Wizard for three years, under the terms and conditions
of an Executive Service Agreement entered into by and among Wizard and the
Sellers. The Performance Shares and Retention Shares, if earned, shall be
granted in equal installments on each of the first three anniversaries of the
Completion Date; and, to the extent not yet granted, shall be forfeited in the
event that the Seller's employment with USDATA terminates as set forth in the
Acquisition Agreement. USDATA funded the entire cash portion of the purchase
price and transaction costs through working capital generated by operations.
All property and equipment acquired by USDATA was previously used in
Wizard's business and USDATA intends to continue to use such property and
equipment for the same purposes.
The description of the Acquisition Agreement and the transactions
contemplated by it described above is not intended to be complete and is
qualified in its entirety by the complete text of the Acquisition Agreement,
which is attached as Exhibit 2.1 to this report and is incorporated herein by
reference. A copy of the press release dated October 1, 2002 announcing the
acquisition is attached as Exhibit 99.1 to this report and is incorporated
herein by reference.
ITEM 7. Financial Statements and Exhibits.
The acquisition described in ITEM 2 is not deemed a significant
business combination as defined under Rule 3.05 of Regulation S-X, therefore no
financial statements of business acquired or pro forma financial information is
required to be filed.
(a) Financial statements of business acquired: N/A
(b) Pro forma financial information: N/A
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SIGNATURES
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: October 11, 2002
USDATA CORPORATION
By: /s/ Robert A. Merry
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Name: Robert A. Merry
Title: President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Document
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2.1 Agreement for the Acquisition of Wizard Information Systems,
Limited, dated October 1, 2002 by and among USDATA Corporation
and the Shareholders of Wizard Information Systems, Limited
99.1 Press Release dated October 1, 2002
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