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Filed by Data Systems Network Corporation
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Data Systems Network Corporation
Commission File No.: 1-13424
[DATA SYSTEMS NETWORK CORPORATION LOGO]
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PRESS RELEASE
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FOR IMMEDIATE RELEASE
May 5, 2000
DATA SYSTEMS NETWORK CORPORATION ANNOUNCES FIRST QUARTER 2000 RESULTS
FARMINGTON HILLS, MICHIGAN-Data Systems Network Corporation (OTC BB:DSYS)
announced today a first quarter 2000 net loss of $660,792, or $.12 per share,
compared to net income of $230,305, or $.05 per share, during the same quarter
one year ago.
Revenue totaled $13.3 million in the first quarter of 2000, compared to $14.3
million during the same quarter a year ago, reflecting a decrease of 7.0%. The
decrease was attributable to non-recurring product sales, completion of a
systems application project and the August 1999 termination of the Company's
unprofitable imaging services group.
Michael Grieves, CEO, stated, "The Company is committed to making the transition
from product dependency to being a high end services provider and increasing
profit margins. Our planned merger with TekInsight will give us the ability to
make that transition quickly. We have made the decision to incur both sales and
technical costs in preparing for and working on e-commerce opportunities at the
expense of more traditional business. However, we believe that this will create
a pipeline of opportunities for the benefit of the combined companies. The
technical services offerings that the Company gains access to as a result of the
merger will provide our customers with a total e-commerce enterprise solution,
but we need to begin developing those opportunities now."
On February 29, 2000, Data Systems and TekInsight.com, Inc. (Nasdaq: "TEKS") of
New York, New York announced the signing of a definitive agreement and Plan of
Merger.
Mike Jansen, CFO, commented that, "During the first quarter, we have continued
to make significant investments in system applications development in Florida
and in increased service offerings in Michigan. Both investments have been made
in anticipation of completing the merger and to facilitate the transition to a
high end services provider."
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Data Systems, the Computer Associates 1999 New Business Partner of the Year, has
more than 13 years of experience providing strategic technology solutions to
Fortune 1000 companies and over 16 state and local government agencies. The
company provides a wide range of services, including Applications Development,
Network Services, Enterprise Management, Help Desk and Security Services. Data
Systems provides computer network services and products that enable the control
of complex distributed computing environments, allowing companies to capitalize
on their investments in technology and people. Data Systems also provides a wide
range of network integration services including installation, consultation,
technical support and training to governmental and corporate accounts. For more
information visit www.datasystems.com.
FORWARD LOOKING STATEMENTS
This press release 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 release 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
Company's merger with TekInsight.com, 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 Data Systems or any other person that the
projected outcomes can or will be achieved.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
TekInsight.com filed a Registration Statement on SEC Form S-4 on April 28, 2000
in connection with the merger with the Company, and TekInsight.com and the
Company expect to mail a Joint Proxy Statement/Prospectus to shareholders of
TekInsight.com and the Company 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 contains, and the Joint Proxy Statement/Prospectus will
contain important information about TekInsight.com, the Company, the merger, the
persons soliciting proxies relating to the merger, their interests in the
merger, and other related matters. Investors and shareholders can 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.com 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.
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In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, TekInsight.com and the Company 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.com or the Company 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.com's and the Company's 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.
TekInsight and its officers and directors may be deemed participants in the
solicitation of proxies from its stockholders with respect to the transactions
contemplated by the merger agreement and may have an interest either directly or
indirectly by virtue of their security holdings or otherwise. Information
regarding such officers and directors is included in TekInsight's Report on Form
10-K for the fiscal year ended June 30, 1999 filed with the Commission in
October 1999. In addition, since the date of the TekInsight 10-K, Mr. Steven J.
Ross has become President and Chief Executive Officer, and Mr. Arion Kalpaxis
has become Chief Operating Officer, of TekInsight. Prior to joining TekInsight,
Mr. Ross was a director of Data Systems from October 1999 until February 2000.
Since February 2000, Mr. Ross has been Chairman of the Board and Chief Executive
Officer of VarsOnly.com, Inc., an Internet start-up focusing on computer
resellers. Since August 1999, Mr. Ross has been a director of Interactive
Frontiers, Inc., a developer, manufacturer and marketer of computer-based
digital video instructional software. From July 1998 to July 1999 Mr. Ross was
Vice President and General Manager of Toshiba America Information Systems, a
subsidiary of Toshiba Corp. active in computer sales, support and manufacturing
in North and South America. From October 1995 through June 1998, he was
President and General Manager of the reseller division, and President, Corporate
Marketing, for Inacom Corp., a computer product and service company. Mr. Arion
Kalpaxis has served as Chief Operating Officer of Astratek since April 1997.
From 1995 to May 1996 Mr. Kalpaxis was Vice President for BT Ventures and the
Bankers Trust Electronic Commerce group responsible for the development of
business models for new initiatives in electronic commerce. Prior to 1995 Mr.
Kalpaxis was a partner at Metron Consulting Group where he advised clients in
business strategy and development, and managed efforts designed to bring about
fundamental changes in support of new business initiatives. The 1999 TekInsight
10-K is available free of charge at the Commission's web site://www.sec.gov and
from Tekinsight at the address set forth above.
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Data Systems and its officers and directors may be deemed to be participants in
the solicitation of proxies from stockholders of Data Systems with respect to
the transactions contemplated by the merger agreement and may have an interest
either directly or indirectly by virtue of their security holdings or otherwise.
Information regarding such officers and directors is included in the Data
Systems Report on Form 10-K for the fiscal year ended December 31, 1999 filed
with the Commission in March 2000. This document is available free of charge at
the Commission's web site at http://www.sec.gov and from the Data Systems
address at 34705 W. 12 Mile Road, Suite 300, Farmington Hills, Michigan 48331,
Attention: Chief Financial Officer.
CONTACT:
MICHAEL JANSEN
DATA SYSTEMS NETWORK CORPORATION
(248) 489-8700
(800) 544-2086
MJANSEN@DATASYSTEMS.COM