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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 Report: March 1, 2000
(Date of earliest event reported: February 18, 2000)
Data Systems Network Corporation
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(Exact name of registrant as specified in its charter)
Michigan 1-13424 38-2649874
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
34705 West Twelve Mile Road, Suite 300, Farmington Hills, Michigan 48331
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 489-8700
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On February 29, 2000, TekInsight.Com, Inc. announced it had entered into a
definitive agreement to acquire Data Systems Network Corporation. Pursuant to
the terms of the Agreement and Plan of Merger, Data Systems will be merged into
Astratek, Inc., a wholly owned operating subsidiary of TekInsight, in a
transaction designed to achieve tax-free treatment for federal income tax
purposes. In consideration for the merger, Data Systems shareholders will
receive a varying purchase price (the "Merger Price") which will equal
$12,500,000 if the market price of TekInsight's common stock at the time of
closing (the "Market Price") is less than $5.00 per share, $16,000,000 if the
Market Price is between $5.00 and $7.00 per share, and $18,000,000 if the Market
Price is over $7.00 per share. The Merger Price will be delivered to Data
Systems shareholders through the distribution of a number of shares of a new
class of TekInsight Convertible Preferred Stock proposed to be listed on the
Nasdaq Small Cap market, with the number of such shares to be found by dividing
the applicable Merger Price by the Market Price. Completion of the merger is
subject to a number of conditions, including receipt of TekInsight and Data
Systems shareholder approval, acceptance by Nasdaq for the listing of the
convertible preferred stock and other customary closing conditions. There can be
no assurance that Nasdaq listing will be obtained for the newly issued
Convertible Preferred Stock, or that any of the other closing conditions will be
satisfied. Although no assurances can be given, the parties intend to close the
merger no later than June 30, 2000. A copy of the Agreement and Plan of Merger,
dated February 18, 2000, is attached hereto as Exhibit 2.1. A copy of the press
release announcing the signing of the Agreement and Plan of Merger is also
attached hereto as Exhibit 99.1.
FORWARD LOOKING STATEMENTS
This Report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. Investors are cautioned that certain
statements in this Report are "forward looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and involve known and
unknown risks, uncertainties and other factors. Such uncertainties and risks
include, among others, certain risks associated with the closing of the
transaction described above, government regulation, and general economic and
business conditions. Actual events, circumstances, effects and results may be
materially different from the results, performance or achievements expressed or
implied by the forward-looking statements. Consequently, the forward looking
statements contained herein should not be regarded as representations by
TekInsight, Data Systems or any other person that the projected outcomes can or
will be achieved.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
TekInsight plans to file a Registration Statement on SEC Form S-4 in connection
with the merger, and TekInsight and Data Systems expect to mail a Joint Proxy
Statement/Prospectus to shareholders of TekInsight and Data Systems containing
information about the merger. Investors and shareholders are urged to read the
Registration Statement and the Joint Proxy Statement/Prospectus carefully when
they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about TekInsight, Data
Systems, the
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merger, the persons soliciting proxies relating to the merger, their interests
in the merger, and other related matters. Investors and shareholders will be
able to obtain free copies of these documents through the website maintained by
the U.S. Securities and Exchange Commission at http://www.sec.gov. Free copies
of the Joint Proxy Statement/Prospectus and these other documents may also be
obtained (when available) from TekInsight by directing a request to
TekInsight.Com, Inc., 5 Hanover Square, 24th Floor, New York, New York 10004,
attention: Arion Kalpaxis, telephone: (212) 278-8520.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, TekInsight and Data Systems file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information filed by TekInsight or Data Systems at the SEC's public reference
room at 450 Fifth Street, N.W., Washington D.C. 20549 or at any of the
Commission's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference rooms. TekInsight's and Data Systems' filings with the
SEC are also available to the public from commercial document-retrieval services
and at the Web site maintained by the SEC at http://www.sec.gov.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Merger, dated February 18,
2000, among TekInsight.Com, Inc. Astratek, Inc. and Data Systems
Network Corporation.
Exhibit 99.1 Press release, dated February 29, 2000.
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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 hereunto duly authorized.
Dated: March 1, 2000 DATA SYSTEMS NETWORK CORPORATION
By: /s/ Michael Jansen
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Michael Jansen, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME
2.1 Agreement and Plan of Merger, dated February
18, 2000, among TekInsight.Com, Inc.,
Astratek, Inc. and Data Systems Network
Corporation.
99.1 Press release, dated February 29, 2000.