As filed with the Securities and Exchange Commission on June 25, 2003
Registration No. 333-00964
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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USDATA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2405152
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)
2435 North Central Expressway
Richardson, Texas 75080-2722
(Address of Principal Executive
Offices)
AMENDED AND RESTATED 1994 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
James E. Fleet
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:
Richard A. Silfen, Esq.
Morgan, Lewis & Bockius, LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
DEREGISTRATION OF SECURITIES
USDATA Corporation, a Delaware Corporation (the "Company"), previously
filed a registration statement on Form S-8 (File No. 333-65505) for the purpose
of registering 1,273,910 shares of its common stock to be issued under the
USDATA Corporation Amended and Restated 1994 Equity Compensation Plan (773,910
shares pursuant to the original Form S-8 and an additional 500,000 shares
pursuant to a Post-Effective Amendment to the original Form S-8). The Company is
filing this Post-Effective Amendment to that registration statement to
deregister any and all remaining unsold shares of common stock covered by such
registration statement (including such additional shares of common stock offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or other capital adjustments) as of the date hereof. The share
amounts set forth above do not reflect the one-for-five reverse stock split
effected with respect to the Company's common stock on August 21, 2001.
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
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment to Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Richardson, state of
Texas on June 24, 2003.
USDATA CORPORATION
By: /s/ James E. Fleet
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James E. Fleet
Interim President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ James. E. Fleet Interim President and Chief June 24, 2003
------------------------ Executive Officer, Director
James E. Fleet (Principal Executive Officer)
/s/ Jennifer P. Dooley Vice President of Finance and June 24, 2003
------------------------ Chief Financial Officer
Jennifer P. Dooley (Principal Financial and
Accounting Officer)
/s/ Yaron Eitan Chairman of the Board June 25, 2003
------------------------
Yaron Eitan
/s/ Winston J. Churchill Director June 24, 2003
------------------------
Winston J. Churchill
/s/ James W. Dixon Director June 24, 2003
------------------------
James W. Dixon
/s/ Randy T. Illig Director June 24, 2003
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Randy T. Illig