UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DATA SYSTEMS NETWORK CORPORATION
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of class of securities)
237891-10-6
- --------------------------------------------------------------------------------
(CUSIP number)
Joseph P. Mullaney
SofTech, Inc.
3260 Eagle Park Drive, N.E.
Grand Rapids, MI 49505
(616) 957-2330
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
September 12, 1996
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on the following pages)
(Page 1 of 7 Pages)
- --------------------
* 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 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 237891-10-6 Page 2 of 7 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SofTech, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 540,000 - See Item 5(b)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None - See Item 5(b)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 540,000
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 237891-10-6 Page 3 of 7 Pages
Item 1. Security and Issuer.
The security to which this statement relates is the common stock, par value
$.01 per share (the "Common Stock" or the "Securities"), of Data Systems Network
Corporation, a Michigan corporation (the "Issuer" or the "Company"). The
principal executive offices of the Issuer are located at 34705 West 12 Mile
Road, Suite 300, Farmington Hills, MI 48331.
Item 2. Identity and Background.
1. (a) SofTech, Inc., a Massachusetts corporation ("SofTech")
(b) 3260 Eagle Park Drive, N.E., Grand Rapids, MI 49505
(c) SofTech's principal business is acting as a reseller of computer-aided
design software and related hardware and services, which business is
principally carried out at the address above in (b).
(d) No
(e) No
(f) N/A
2. (a) Norman L. Rasmussen
(b) Business Address: 3260 Eagle Park Drive, N.E., Grand Rapids, MI 49505
(c) Director of SofTech, the principal business and address of which are
set forth above under Item 2(1) (b) and (c).
(d) No
(e) No
(f) U.S.A.
3. (a) Mark R. Sweetland
(b) Business Address: 3260 Eagle Park Drive, N.E., Grand Rapids, MI 49505
(c) President, Chief Executive Officer and Director of SofTech, the
principal business and address of which are set forth above under Item
2(1) (b) and (c).
(d) No
(e) No
(f) U.S.A.
4. (a) Joseph P. Mullaney
(b) Business Address: 3260 Eagle Park Drive, N.E., Grand Rapids, MI 49505
(c) Vice President, Treasurer and Chief Financial Officer of SofTech, the
principal business and address of which are set forth above under Item
2(1) (b) and (c).
(d) No
(e) No
(f) U.S.A.
<PAGE>
CUSIP No. 237891-10-6 Page 4 of 7 Pages
5. (a) Jean J. Croteau
(b) Business Address: 3260 Eagle Park Drive, N.E., Grand Rapids, MI 49505
(c) Vice President of Business Operations of SofTech, the principal
business and address of which are set forth above under Item 2(1) (b)
and (c)
(d) No
(e) No
(f) U.S.A.
6. (a) Glenn P. Strehle
(b) Business Address: 3260 Eagle Park Drive, N.E., Grand Rapids, MI 49505
(c) Director of SofTech, the principal business and address of which are
set forth above under Item 2(1) (b) and (c) and Vice President for
Finance and Treasurer of Massachusetts Institute of Technology, which
has as its principal business the administration of a private
university, which business is principally carried out at 77
Massachusetts Ave, Cambridge MA 02139
(d) No
(e) No
(f) U.S.A.
7. (a) Joseph C. McNay
(b) Business Address: 3260 Eagle Park Drive, N.E., Grand Rapids, MI 49505
(c) Director of SofTech, the principal business and address of which are
set forth above under Item 2(1) (b) and (c) and Chairman of Essex
Investment Management Company, which has as its principal business
providing investor advisory and financial management services, which
business is principally carried out at 125 High Street, Boston, MA
02109
(d) No
(e) No
(f) U.S.A.
8. (a) Timothy Weatherford
(b) Business Address: 3260 Eagle Park Drive, N.E., Grand Rapids, MI 49505
(c) Director of SofTech, the principal business and address of which are
set forth above under Item 2(1) (b) and (c), and Sales Manager of
Information Decisions, Incorporated (a subsidiary of SofTech) which
has as its principal business acting as a reseller of computer-aided
design software, which business is principally carried out at 3260
Eagle Park Drive, N.E., Grand Rapids, MI 49505.
(d) No
(e) No
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
On September 12, 1996, SofTech's wholly-owned subsidiaries Information
Decisions, Incorporated ("IDI") and Systems Constructs, Inc. ("SCI") sold
certain assets (the "Sale") of their Network Systems Group to the Issuer.
Pursuant to the terms of the Asset Purchase Agreement dated as of September 12,
1996 (the "Asset Purchase Agreement"), SofTech received 540,000 shares of the
Common Stock of the Company and $890,000 cash, subject to post-closing
adjustments, in exchange for the assets purchased.
<PAGE>
CUSIP No. 237891-10-6 Page 5 of 7 Pages
Item 4. Purpose of Transaction.
The purpose of the Sale was to divest the Network Systems Group as part of
a business plan to focus on developing SofTech's other major division, the
computer-aided design ("CAD") division. SofTech acquired the Securities in
connection with the Sale. SofTech is holding the Securities for distribution to
its shareholders as soon as the mechanics and regulatory issues regarding the
distribution can be finalized. SofTech has agreed in the Asset Purchase
Agreement to vote the Securities as described in Item 5(b).
Except as described above, SofTech does not have has any present plan or
proposal which relates to or would result in:
(a) the acquisition of additional securities of the Company, or the sale
of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in the
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
(a) SofTech is the record holder of 540,000 shares of Common Stock,
representing approximately 19.9% of the number of shares of Common Stock of the
Issuer currently outstanding.
<PAGE>
CUSIP No. 237891-10-6 Page 6 of 7 Pages
(b) SofTech has sole voting and dispositive power with respect to the
540,000 shares of Common Stock of the Issuer that it holds. SofTech agreed in
the Asset Purchase Agreement that from September 12, 1996 until the earlier of
three years from the date thereof or such time as SofTech shall have distributed
or sold all such shares (including any shares acquired from the Company pursuant
to a stock split, stock dividend, recapitalization or otherwise), it would not
(i) acquire "beneficial ownership" (as such term is defined under Section 13(d)
of the Securities Exchange Act of 1934) of any shares of the Company's Common
Stock other than from the Company, (ii) participate in any "solicitation" of
"proxies" (as such terms are used in the proxy rules of the SEC) to vote any
voting securities of the Company; (iii) form, join or participate in a "group"
(as defined under the Securities Exchange Act of 1934) or otherwise act, alone
or in concert with others, to seek to control or influence the management, Board
of Directors or policies of the Company; (iv) vote such shares other than in the
same manner and proportion (whether for, against or abstaining on any proposal)
as the other shareholders of the Company vote shares with respect to any matter
submitted to the shareholders of the Company (or, if the board of directors of
SofTech determines in good faith that its fiduciary duties so require, not to
vote such shares in any manner on such a proposal); or (v) transfer voting
rights with respect to such shares.
(c) Except for the purchase of the Securities reported above, SofTech has
not effected any transactions in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
SofTech is a party to the Asset Purchase Agreement (Exhibit A hereto) and a
related Registration Rights Agreement (Exhibit B hereto) pursuant to which
SofTech has been granted certain registration rights and the Securities are
subject to certain restrictions on transfer, all as more fully described in such
agreements.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits to this statement:
Exhibit A Asset Purchase Agreement, dated as of September 12, 1996, by
and among the Company, SofTech, IDI and SCI, incorporated
herein by reference to Exhibit 2.1 of the Current Report on
Form 8-K filed with the Securities and Exchange Commission
by SofTech on September 23, 1996.
Exhibit B Registration Rights Agreement, dated as of September 12,
1996, by and between SofTech and the Company, incorporated
herein by reference to Exhibit 2.2 of the Current Report on
Form 8-K filed with the Securities and Exchange Commission
by SofTech on September 23, 1996.
<PAGE>
CUSIP No. 237891-10-6 Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 23, 1996 SofTech, Inc.
/s/ Joseph P. Mullaney
--------------------------------------
Joseph P. Mullaney
Vice President, Treasurer and Chief
Financial Officer
