SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Datatec Systems, Inc.
(Name of issuer)
Common Stock, $001 par value per share
Title of class of securities)
238128 10 2
(CUSIP number)
RALPH GLASGAL
4 Peirmont Road
Rockleigh, New Jersey 07512
(201) 784-0614
(Name, address and telephone number of person
authorized to receive notices and communications)
September 18, 1998
(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)
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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).
Exhibit Index on Page 6
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CUSIP No. 238128 10 2 13D Page 2 of 6 Pages
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________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RALPH GLASGAL
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,848,307(1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,848,307
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,848,307
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1) Includes 104,152 shares beneficially owned by Mr. Glasgal's Wife, Linda
Glasgal.
<PAGE>
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CUSIP No. 238128 10 2 13D Page 3 of 6 Pages
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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.
(a) Ralph Glasgal
(b) The principal address of the reporting person is 4 Piermont Road,
Rockleigh, New Jersey 07647.
(c) Mr. Glasgal is the former Chairman of the Board and former President
of Datatec Systems, Inc.
(d) & (e) During the last five years Mr. Glasgal has not been convicted in
a criminal proceeding (excluding traffic violations or other similar
misdemeanors) and has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in his
being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating, activities subject to, federal
or state securities law or finding any violation with respect to such laws.
(f) American
Item 4. PURPOSE OF THE TRANSACTION
On December 22, 1997, Mr. Glasgal retired as Chairman of The Board of
Directors and the President of Datatec Systems, Inc., but continued to
serve as a director of Datatec Systems, Inc. On July 25, 1998, Mr. Glasgal
resigned from his position as a director of Datatec Systems, Inc.
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. Glasgal currently owns
2,848,307 shares of the Issuer's Common Stock representing approximately
9.8% of the shares of the Issuer's Common Stock issued and outstanding as
of July 31, 1998.
(b) There have been no transactions in the class of securities reported
during the past sixty days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
<PAGE>
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CUSIP No. 238128 10 2 13D Page 4 of 6 Pages
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On September 18, 1998, Mr. Glasgal and the Issuer entered into a Lock-Up
Agreement pursuant to which Mr. Glasgal 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. Notwithstanding the foregoing,
Mr. Glasgal will be permitted to sell an aggregate of 400,000 shares of the
Company's Common Stock on September 21, 1998 or as soon thereafter as
practicable. Notwithstanding the foregoing, during the lock-up period Mr.
Glasgal 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 18, 1998.
<PAGE>
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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, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 22, 1998
By /s/ RALPH GLASGAL
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RALPH GLASGAL
<PAGE>
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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 18, 1998. 6
LOCK-UP AGREEMENT
September 18, 1998
Datatec Systems, Inc.
20 C Commerce Way
Totowa, New Jersey 07512
Attention: Isaac Gaon
Gentlemen:
Ladies and Gentlemen:
Each of 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. Each of the undersigned recognizes
that such solicitations will be of benefit to the undersigned.
Each of the undersigned agrees that following their sale of an aggregate of
400,000 shares of the Company's Common Stock on September 21, 1998 or as soon as
practicable thereafter, each of the undersigned will not for a period of one
year following the date of such sale (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 directly by the undersigned or with respect to which either
of the undersigned has the power of disposition. 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 either of the undersigned subsequent to the Lock-Up Period or by someone
other than either of the undersigned.
Notwithstanding the foregoing, (i) either of the undersigned may sell any
Common Stock of the Company during the Lock-Up Period for a purchase price equal
to or greater than $10.00 per share, (ii) either of 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
<PAGE>
gift to the Company and the donee or donees thereof agree in writing to be bound
by the restrictions set forth herein, (iii) Ralph Glasgal may sell shares of
Common Stock of the Company to certain employees of the Company upon the
exercise of certain options previously granted by the undersigned to such
employees, and (iv) 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).
Each of 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. Each of 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/ Ralph Glasgal
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Ralph Glasgal
/s/ Linda Glasgal
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Linda Glasgal
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