SECURITIES AND EXCHANGE COMMISISON
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
DATATEC SYSTEMS, INC.
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(Name of issuer)
Common Stock, $001 par value per share
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Title of class of securities)
238128 10 2
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(CUSIP number)
CHRISTOPHER J. CAREY
c/o DATATEC SYSTEMS, INC.
20C Commerce Way
Totowa, New Jersey 07512
(973) 890-4800
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(Name, address and telephone number of person
authorized to receive notices and communications)
September 24, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement in 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 |_|.
(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 following pages)
(Page 1 of 6 Pages)
Exhibit Index on Page 6
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((1) 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 in 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).
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CUSIP No. 238128 10 2 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CHRISTOPHER J. CAREY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,318,371(1)(2)
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
45,000(1)
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9 SOLE DISPOSITIVE POWER
3,318,371(1)(2)
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10 SHARED DISPOSITIVE POWER
45,000(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,363,371(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) Includes (i) 195,353 shares issuable upon exercise of options held by
Mr. Carey, (ii) 15,000 shares and 30,000 options held by a limited liability
company of which Mr. Carey is a member, (iii) 96,296 shares held by the Amy
Carey GRAT, a trust formed for the benefit of Mr. Carey's daughter, and (iv)
96,296 shares held by the Christopher Carey GRAT, a trust formed for the benefit
of Mr. Carey's son. Mr. Christopher Carey has full voting and dispositive power
over all such shares, except shares held by the limited liability company, as to
which he shares voting and dispositive power with his wife.
(2) Excludes 118,518 shares beneficially owned by Mr. Carey's wife, Mary
Carey, as to which Mr. Carey disclaims beneficial ownership, and 75,000 options,
which are not exercisable within 60 days of this Amendment No. 1.
<PAGE>
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CUSIP No. 238128 10 2 13D Page 3 of 6 Pages
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This Amendment No. 1 amends the Schedule 13D dated October 31,
1996, (the "Schedule 13D"), filed by Christopher J. Carey ("Mr. Carey"), Amy
Carey GRAT and Christopher Carey GRAT. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Schedule 13D.
Only those items anmended hereby are included herein.
Item 1. SECURITY AND ISSUER.
This statement relates to shares (the "Shares") of the common
stock, par value $.001 per share ("Common Stock"), of Datatec Systems, Inc.,
formerly known as Glasgal Communications, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 20C
Commerce Drive, Totowa, New Jersey 07512.
Item 2. IDENTITY AND BACKGROUND.
(b) The principal business address of each Reporting Person is
c/o Datatec Systems, Inc., 20C Commerce Way, Totowa, New Jersey 07512.
(c) The principal business of Mr. Carey is President of the
Issuer. Mr. Carey is also President and Chief Executive Officer of Datatec
Industries Inc., a wholly owned subsidiary of the Issuer.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 29,064,670 shares of
the Issuer's Common Stock outstanding as of July 31, 1998. Mr. Carey currently
beneficially owns 3,363,371(1)(2) shares of the Issuer's Common Stock
representing approximately 11.6% of the shares of the Issuer's Common Stock
issued and outstanding as of July 31, 1998. As of the date hereof, each of the
Trusts beneficially owns 96,296 shares of the Issuer's Common Stock,
representing less than 1% of the Issuer's Common Stock issued and outstanding as
of the such date.
(b) Mr. Carey currently has the sole power to vote and dispose
of all of the shares of the Issuer's Common Stock referred to in paragraph (a)
above, except shares held by the limited liability company, as to which he
shares voting and dispositive power with his wife.
(c) The following table sets forth the transactions in Shares
by Mr. Carey during the past 60 days. Unless otherwise indicated, all such
transactions took place on the Nasdaq Small-Cap Market.
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(1) Includes (i) 195,353 shares issuable upon exercise of options held by Mr.
Carey, (ii) 15,000 shares and 30,000 options held by a limited liability company
of which Mr. Carey is a member, (iii) 96,296 shares held by the Amy Carey GRAT,
a trust formed for the benefit of Carey's daughter, and (iv) 96,296 shares held
by the Christopher Carey GRAT, a trust formed for the benefit of Carey's son.
Carey has full voting and dispositive power over all such shares, except shares
held by the limited liability company, as to which he shares voting and
dispositive power with his wife.
(2) Excludes 118,518 shares beneficially owned by Mr. Carey's wife, Mary Carey,
as to which Mr. Carey disclaims beneficial ownership, and 75,000 options, which
options have not vested.
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CUSIP No. 238128 10 2 13D Page 4 of 6 Pages
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Shares of Sale Price Per
Common Stock Share Date of Sale
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3,000 $2.50 Sept. 23, 1998
3,000 $2.53 Sept. 23, 1998
4,000 $2.59 Sept. 23, 1998
7,000 $2.63 Sept. 23, 1998
6,000 $2.66 Sept. 23, 1998
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On September 24, 1998 Mr. Carey and the Issuer entered into a
Lock-Up Agreement pursuant to which Mr. Carey agreed that for a period of one
year following the date of the Agreement he would not sell, offer to sell, or
contract to sell any shares of the Issuer's Common Stock, or any options or
warrants to purchase such Common Stock including shares owned by his wife or any
of his children or other affiliates or associates. Notwithstanding the
foregoing, Mr. Carey will be permitted to sell up to 250,000 shares of the
Common Stock following the Issuer's public announcement of its quarterly results
of operations for three months ending October 31, 1998 subject to the rights of
a named third party to purchase for its account or to sell for Mr. Carey's
account such shares at the then current market price during the first five days
following the announcement. Notwithstanding the foregoing, during the lock-up
period Mr. Carey may sell Common Stock for a purchase price equal to $10 per
share or more and he may transfer shares of Common Stock as a gift or pursuant
to the laws of descent and distribution.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Lock Up Agreement dated September 24, 1998.
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CUSIP No. 238128 10 2 13D Page 5 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 23, 1998
/S/ CHRISTOPHER CAREY
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CHRISTOPHER CAREY
AMY CAREY GRAT
By: /S/ CHRISTOPHER CAREY
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Christopher Carey, Trustee
CHRISTOPHER CAREY GRAT
By: /S/ CHRISTOPHER CAREY
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Christopher Carey, Trustee
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CUSIP No. 238128 10 2 13D Page 6 of 6 Pages
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EXHIBIT INDEX
EXHIBIT PAGE
1. Lock Up Agreement dated September 24, 1998. 6
LOCK-UP AGREEMENT
September 24, 1998
Datatec Systems, Inc.
20 C Commerce Way
Totowa, New Jersey 07512
Attention: Isaac Gaon
Gentlemen:
The undersigned is a holder of securities of Datatec Systems,
Inc., a Delaware corporation (the "Company"), and wishes to facilitate the
Company's solicitation of market makers and investors. The undersigned
recognizes that such solicitations will be of benefit to the undersigned.
The undersigned agrees that he will not for a period of one
year following the date hereof (the "Lock-Up Period"), sell (including a short
sale), offer to sell, contract to sell, pledge (including permitting a prior
pledge to remain outstanding) or otherwise dispose of directly or indirectly,
any shares of Common Stock of the Company, any options or warrants to purchase
any Common Stock of the Company, or any securities convertible into or
exchangeable for Common Stock of the Company (collectively, the "Securities"),
owned by the undersigned directly or indirectly (through an "affiliate," an
"associate", his wife, his children or otherwise). The foregoing is expressly
agreed to preclude the holder of Securities from engaging in any hedging or
other transaction that is designed to or reasonably expected to lead to, or
result in, a disposition of Securities even if such securities would be disposed
of by the undersigned subsequent to the Lock-Up Period or by someone other than
either of the undersigned.
Notwithstanding anything herein to the contrary, the
undersigned may sell up to 250,000 shares of Common Stock of the Company
following the Company's public announcement of the quarterly results of
operations for the three months ending October 31, 1998, provided, however, that
(i) the undersigned shall give Brookehill Equities, Inc. the exclusive
opportunity to purchase for its account or to sell for the account of the
undersigned all such shares that the undersigned chooses to make available at
the then current market price during the first five days following such
announcement, and (ii) subsequent to the expiration of such five day period, the
number of shares eligible
<PAGE>
for sale by the undersigned for the remainder of the Lock-Up Period shall be
limited to 250,000 less the number of shares that Brookehill Equities, Inc.
agreed to purchase or place at the then current market price and all sales by
the undersigned shall be in compliance with the Company's insider trading policy
as in effect on the date hereof. In addition, during the Lock-Up Period (i) the
undersigned may sell any Common Stock of the Company for a purchase price equal
to or greater than $10.00 per share, (ii) the undersigned may transfer Common
Stock of the Company as a BONA FIDE gift or gifts, PROVIDED that he or she
provides prior written notice of such gift to the Company and the donee or
donees thereof agree in writing to be bound by the restrictions set forth
herein, and (iii) the Securities may be transferred by will or the laws of
descent and distribution (such transferee being bound by the foregoing
restrictions in the same manner as it applies to the undersigned).
The undersigned understands that this agreement is irrevocable
and agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of any of the Common
Stock held by each of the undersigned except in compliance with the foregoing
restrictions. The undersigned further acknowledges that Olshan Grundman Frome &
Rosenzweig LLP, securities counsel to the Company, will not issue an opinion as
to the legality of the transfer of the Shares until the expiration of the
Lock-Up Period.
Very truly yours,
/S/ CHRISTOPHER J. CAREY
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Christopher J. Carey
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