SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
USDATA Corporation
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
917294 10 0
--------------
(CUSIP Number)
Diana Wechsler Kerekes, Esq.
800 The Safeguard Building, 435 Devon Park Drive
Wayne, PA 19087-1945
(610) 293-0600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 19, 2001
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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 which 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
/ /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
CUSIP No. 917294 10 0
1 NAME OF REPORTING PERSON
Safeguard Scientifics, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23-1609753
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,735,532
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,735,532
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,735,532
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.63%
14 TYPE OF REPORTING PERSON
CO
* Excludes an aggregate of 38,610 shares of common stock held by certain
executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3)
foundations controlled by them. Safeguard Scientifics, Inc. disclaims beneficial
ownership of such shares.
CUSIP No. 917294 10 0
1 NAME OF REPORTING PERSON
Safeguard Delaware, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
52-2081181
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,054,755
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,054,755
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,054,755
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.56%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 917294 10 0
1 NAME OF REPORTING PERSON
Safeguard Scientifics (Delaware), Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
51-0291171
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 680,777
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
680,777
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
680,777
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.00%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 917294 10 0
1 NAME OF REPORTING PERSON
Safeguard 2000 Capital, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23-3026167
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
The following information supplements and amends the information contained in
the Schedule 13D previously filed by Safeguard Scientifics, Inc. ("Safeguard")
relating to the ownership by its subsidiaries of the common stock, $0.01 par
value per share, of USDATA Corporation, a Delaware corporation (the "Company"),
listed on the cover pages of this amendment.
ITEM 2. IDENTITY AND BACKGROUND
No change except as follows:
(a) - (c) This Schedule 13D is being filed by Safeguard Scientifics,
Inc. ("Safeguard"), Safeguard Delaware, Inc. ("SDI"), Safeguard Scientifics
(Delaware), Inc. ("SSD"), and Safeguard 2000 Capital L.P. ("Safeguard 2000")
(collectively, the "Reporting Persons" and, individually, a "Reporting Person").
Safeguard is a company focused on building and operating business and IT
services, software, and emerging technology companies. SSD and SDI are wholly
owned subsidiaries of Safeguard. SDI is the general partner of Safeguard 2000, a
limited partnership organized under the laws of Delaware, and has sole voting
and dispositive power over the securities owned by Safeguard 2000.
SDI is the sole stockholder of Safeguard Fund Management, Inc.
("SFMI"). SFMI is the sole general partner of Safeguard Fund Management, L.P., a
Delaware limited partnership, which is the sole general partner of SCP
Management II, L.P., a general partner of SCP Private Equity II General Partner,
L.P., ("SCP General Partner"), the general partner of SCP Private Equity
Partners II, L.P ("SCP"). SCP Management II, L.P. sold a substantial portion of
its interest in SCP General Partner. SFMI disclaims beneficial ownership of
securities owned by SCP.
Set forth in Schedule I annexed hereto are the name, identity and
background of each Reporting Person and set forth in Schedules II, III, IV and V
are the information required by Item 2 of Schedule 13D about the identity and
background of each Reporting Person's directors, executive officers and
controlling persons, if any.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Replace the disclosure previously contained in Item 5 with the following:
The table below sets forth the aggregate number of shares and percentage of the
Company's outstanding shares beneficially owned by each Reporting Person. Except
as otherwise noted, each person listed has sole voting and dispositive power
over all shares listed opposite its name. Any of the aforementioned persons
whose names do not appear in the table below do not, to the best of each
Reporting Person's knowledge, beneficially own any shares of the Company.
Unless otherwise indicated in Schedule VI annexed hereto, no Reporting Person or
director or executive officer of a Reporting Person listed on Schedules II
through V annexed hereto has consummated any transaction in the Company's shares
during the past sixty days other than as set forth herein.
Beneficial Ownership
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Number of Percentage
Shares of Total(1)
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Safeguard Scientifics, Inc. (2) 1,735,532 48.63%
Safeguard Delaware, Inc. 1,054,755 29.56%
Safeguard Scientifics (Delaware), Inc. 680,777 24.00%
Safeguard 2000 Capital L.P. 0 0%
(1) Calculations based upon 2,836,138 shares outstanding on March 15, 2002,
and assumes, where applicable, the conversion of the Series A Preferred
Stock into 259,498 shares and the conversion of the Series B Preferred
Stock into 472,852 shares. Does not include the conversion of the
Series C Preferred Stock owned by SCP of which Safeguard disclaims
beneficial ownership.
(2) Includes the 1,054,755 shares beneficially owned by SDI and the 680,777
shares beneficially owned by SSD. Safeguard is the sole stockholder of
each of SDI and SSD. Safeguard and each of SDI and SSD, have reported
that Safeguard, together with each of SDI and SSD, respectively, have
shared voting and dispositive power with respect to the shares
beneficially owned by each of SDI and SSD, respectively. Excludes an
aggregate of 38,610 shares of common stock held by certain executive
officers and directors of Safeguard Scientifics, Inc. and 501(c)(3)
foundations controlled by them.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information named in this schedule is true, complete and correct.
Date: March 19, 2002 Safeguard Scientifics, Inc.
By: /s/ N. Jeffrey Klauder
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N. Jeffrey Klauder
Executive Vice President and General Counsel
Date: March 19, 2002 Safeguard Delaware, Inc.
By: /s/ N. Jeffrey Klauder
---------------------------------------------
N. Jeffrey Klauder
Vice President
Date: March 19, 2002 Safeguard Scientifics (Delaware), Inc.
By: /s/ N. Jeffrey Klauder
---------------------------------------------
N. Jeffrey Klauder
Vice President
Date: March 19, 2002 Safeguard 2000 Capital L.P.
By: Safeguard Delaware, Inc.
Its: General Partner
By: /s/ N. Jeffrey Klauder
---------------------------------------------
N. Jeffrey Klauder
Vice President
SCHEDULE I
1. Safeguard Scientifics, Inc.
Safeguard Scientifics, Inc., a Pennsylvania corporation ("Safeguard"),
owns all of the outstanding capital stock of Safeguard Delaware, Inc.,
a Delaware corporation ("SDI"), and Safeguard Scientifics (Delaware),
Inc., a Delaware corporation ("SSD"). Safeguard has an address at 800
The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945.
Safeguard is a leader in developing and operating emerging technology
companies. See Schedule II with respect to the executive officers and
directors of Safeguard as of the date of this Schedule 13D.
2. Safeguard Delaware, Inc.
SDI is a wholly owned subsidiary of Safeguard. SDI is a holding company
and has an office at 103 Springer Building, 3411 Silverside Road, P.O.
Box 7048, Wilmington, DE 19803. SDI is the general partner of Safeguard
2000 Capital L.P. ("Safeguard 2000"), a Delaware limited partnership,
and owns all of the outstanding capital stock of Safeguard Fund
Management, Inc., a Delaware corporation ("SFMI"). Schedule III
provides information about the executive officers and directors of SDI
as of the date of this Schedule 13D.
3. Safeguard Scientifics (Delaware), Inc.
SSD is a wholly owned subsidiary of Safeguard. SSD is a holding company
and has an office at 103 Springer Building, 3411 Silverside Road, P.O.
Box 7048, Wilmington, DE 19803. Schedule IV provides information about
the executive officers and directors of SSD as of the date of this
Schedule 13D.
4. Safeguard 2000 Capital L.P.
Safeguard 2000 is a Delaware limited partnership with a principal place
of business at 1013 Centre Road, Suite 350, Wilmington, DE 19095.
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD SCIENTIFICS, INC.
Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Safeguard Scientifics, Inc.
Name Present Principal Employment Business Address
EXECUTIVE OFFICERS*
Anthony L. Craig President, Chief Executive Officer and Safeguard Scientifics,Inc.
Director 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Michael F. Cola Managing Director Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Christopher J. Davis Managing Director Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Managing Director Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Anthony A. Ibarguen Managing Director Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
DIRECTORS*
Vincent G. Bell Jr. President and Chief Executive Officer, Verus Corporation
Verus Corporation 5 Radnor Corporate Center
Suite 520
Radnor, PA 19087
Walter W. Buckley III CEO and Chairman of the Board, Internet Internet Capital Group
Capital Group, Inc. 435 Devon Park Drive
Building 600
Wayne, PA 19087
Anthony L. Craig Same as above Same as above
Robert A. Fox President, R.A.F. Industries R.A.F. Industries
One Pitcairn Pl, Suite 2100
165 Township Line Road
Jenkintown, PA 19046-3593
Robert E. Keith Jr. Managing Director of TL Ventures and TL Ventures
President and CEO, Technology Leaders 700 Building
Management, Inc. 435 Devon Park Drive
Wayne, PA 19087
Michael Emmi Independent Consultant Verus Corporation
5 Radnor Corporate Center
Suite 520
Radnor, PA 19087
Jack L. Messman President, CEO and Chairman of the Board, Novell, Inc.
Novell, Inc. 1800 South Novell Place
Provo, UT 84606
Warren V. Musser Chairman Emeritus, Safeguard Scientifics, 435 Devon Park Drive
Inc. Building 500
Wayne, PA 19087
Russell E. Palmer Chairman and CEO, The Palmer Group The Palmer Group
3600 Market Street, Suite 530
Philadelphia, PA 19104
John W. Poduska Sr. Independent Consultant 295 Meadowbrook Road
Weston, MA 02493-2450
Carl J. Yankowski Independent Consultant 127 Farm Street
Dover, Massachusetts 02030
* All Executive Officers and Directors are U.S. citizens.
SCHEDULE III
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Safeguard Delaware, Inc.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Christopher J. Davis Vice President & Treasurer Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Vice President Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
DIRECTORS*
Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc.
Secretary 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Joseph R. DeSanto Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Tonya L. Zweier Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.
SCHEDULE IV
DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Safeguard Scientifics
(Delaware), Inc.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Christopher J. Davis Vice President & Treasurer Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Vice President Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
DIRECTORS*
Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc.
Secretary 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Joseph R. DeSanto Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Tonya L. Zweier Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.
SCHEDULE VI
All of the following transactions were effected by the executive officers and
directors of the Reporting Persons listed below, in brokers' transactions in the
Nasdaq National Market.
Name Transaction Date Type of Transaction Shares Price Per Share
---- ---------------- ------------------- ------ ---------------