SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JANUARY 12, 1998
Datatec Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-20688 94-2914253
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20C Commerce Way, Totowa, New Jersey 07512
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(Address of principal executive offices)
Registrant's telephone number, including area code: (973) 890-4800
Glasgal Communications, Inc.
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(Former name or former address, if changed since last report.)
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Item 5. OTHER EVENTS.
On January 12, 1998 the Registrant, a Delaware corporation, issued a
press release announcing that the Registrant changed its name from Glasgal
Communications, Inc. to Datatec Systems, Inc. The Registrant's ticker symbols
will be "DATC" on the Nasdaq Small- Cap market at market open on January 13,
1998, and "DAT" on the Boston Stock Exchange at market open on January 14, 1998.
The Registrant's shareholders approved an amendment to the Registrant's
Certificate of Incorporation to change its corporate name and increase the
number of authorized shares of Common Stock at the Registrant's annual meeting
of shareholders held on December 22, 1997.
For additional information concerning the name change and the amendment
to the Registrant's Certificate of Incorporation, reference is made to the news
release and the Certificate of Amendment which are incorporated herein by
reference and are attached hereto as exhibits 99.1 and 99.2, respectively.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 News Release of Glasgal Communications, Inc. dated
January 12, 1998.
99.2 Certificate of Amendment to Certificate of Incorporation
filed with the Delaware Secretary of State on January 7,
1998.
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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, thereunto duly authorized.
DATATEC SYSTEMS, INC.
By: /S/ JAMES CACI
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James Caci
Vice President, Chief Financial
Officer, Secretary and Treasurer
DATE: January 12, 1998
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GLASGAL COMMUNICATIONS, INC.
Contacts: DATATEC SYSTEMS, INC. - (973) 890-4800
Mary Carey ([email protected])
TECHNOLOGY SOLUTIONS
Public Relations - (212) 320-2269
Doug Broad ([email protected])
THE MWW GROUP
Investor Relations - (201) 507-9500
Robert C. Ferris ([email protected])
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FOR IMMEDIATE RELEASE
GLASGAL COMMUNICATIONS ANNOUNCES NAME CHANGE TO
DATATEC SYSTEMS, INC.
SIGNIFIES COMPANY'S TRANSITION INTO THE LARGEST SINGLE-SOURCE
RAPID DEPLOYMENT SERVICE PROVIDER IN THE UNITED STATES AND CANADA
TOTOWA, N.J. -- January 12, 1998 -- Glasgal Communications (Nasdaq:
GLAS; BSE: GGL) announced today that it has changed its name to Datatec Systems,
Inc., and will begin trading under its new ticker symbol, DATC, on the Nasdaq
Small-Cap market effective on January 13, 1998 and on the Boston Stock Exchange
on Wednesday, January 14, 1998 under ticker symbol DAT. This decision represents
the culmination of the Company's integration and consolidation of five
independent companies into the largest single-source rapid deployment service
provider in the United States and Canada.
"We have successfully transitioned ourselves from a configuration,
installation and reseller company into the dominant rapid deployment provider of
complex, multi-site, networked technologies," stated Chris Carey, President of
Datatec Systems. "By leveraging the outstanding reputation, high level of
customer satisfaction and familiarity associated with the Company's wholly-owned
subsidiary, Datatec Industries, Inc., we believe the Company, as a whole, is
more marketable to a larger audience with a sharply-focused brand identity."
Datatec System's key advantage is its use of technology to automate
processes and facilitate rapid deployment projects. Datatec utilizes its
proprietary Integrator's Workbench
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software tools to automate a significant part of the complex deployment process
and provide rapid, high quality, consistent and cost effective results.
Isaac Gaon, Chairman and Chief Executive Officer of Datatec Systems,
commented, "We are extremely excited about the unification of our newly created
business paradigm under the Datatec Systems name. The ability to rapidly deploy
networked technologies is the largest barrier facing companies and represents
one of the fastest growing market opportunities in the information technology
sector today. We believe that Datatec Systems can provide these services faster,
more accurately and at a lower cost than anyone else in our industry."
Datatec Systems, Inc. specializes in the rapid deployment of network
and computing technologies for Fortune 1000 companies, systems manufacturers,
system integrators and independent software vendors. The Company utilizes
proprietary software tools, a team of professionals in 19 offices and five
staging and configuration centers across North America, and proven methodologies
to drastically reduce configuration and deployment time. Through accelerated IT
implementation, Datatec helps its customers improve business performance and
ROI. Datatec Systems can be reached at (800) LAN-WAN-1.
This Press Release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward looking statements involve risks and
uncertainties which may cause the actual results or objectives to be materially
different from those expressed or implied by such forward looking statements.
Such factors include, among other things, adverse changes in the information
technology markets; ability to maintain long-term relationships with customers
and strategic partners, financing requirements and other factors set forth in
the Company's form 10-K for its fiscal year ended April 30, 1997.
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GLASGAL COMMUNICATIONS, INC.
UNDER SECTION 242 OF THE GENERAL CORPORATION LAW
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It is hereby certified that:
1. The name of the corporation is Glasgal Communications,
Inc.
2. The amendments of the certificate of incorporation effected by
this certificate of amendment are (i) to change the name of
the corporation and (ii) to increase the number of authorized
shares of the corporation's capital stock.
3. The certificate of incorporation of the corporation is hereby
amended by striking out Article FIRST in its entirety and the
following new Article FIRST is substituted in lieu thereof:
"FIRST: The name of the corporation is Datatec
Systems, Inc."
4. The certificate of incorporation of the corporation is hereby
amended by striking out Article FIFTH in its entirety and the
following new Article FIFTH is substituted in lieu thereof:
"FIFTH: The corporation is authorized to issue
79,000,000 shares, 75,000,000 of which are designated
"Common Stock," $.001 par value, and 4,000,000 of
which are designated "Preferred Stock," $.001 par
value. The Board of Directors is hereby authorized to
fix or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any series of
Preferred Stock, and the number of shares
constituting any such series and the designation
thereof, or of any of them. The Board of Directors is
also authorized to increase or decrease the number of
shares of any series, prior or subsequent to the
issue of that series, but not below the number of
shares of such series then outstanding. In case the
number of shares of any series shall be so decreased,
the
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shares constituting such decrease shall resume the
status which they had prior to the adoption of the
resolution originally fixing the number of shares
of such series. "
5. The amendments of the certificate of incorporation herein
certified have been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
The undersigned declares under penalty of perjury under the
laws of the State of Delaware that he has read the foregoing certificate and
knows the contents thereof and that the same is true of his own knowledge.
Signed on January 7, 1998.
By: /s/ James Caci
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James Caci
Vice President of Finance,
Chief Financial Officer,
Secretary and Treasurer
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