SECURITIES AND EXCHANGE COMMISISON
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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.
23 Madison Road
Fairfield, New Jersey 07004
(973) 808-4000
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(Name, address and telephone number of person
authorized to receive notices and communications)
December 23, 1999
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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 5 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).
<PAGE>
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CUSIP No. 238128 10 2 13D Page 2 of 5 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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7 SOLE VOTING POWER
2,938,686(1)(2)
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8 SHARED VOTING POWER
NUMBER OF 45,000(1)
SHARES BE- -----------------------------------------------------------------
NEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 2,938,686(1)(2)
PERSON WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
45,000(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,983,686(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)
9.5%
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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) 270,353 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 trusts formed for the benefit of Mr. Carey's daughter, and (iv)
96,296 shares held by trusts 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, 1,500 shares beneficially owned by Mr. Carey's daughter and
7,000 shares beneficially owned by Mr. Carey's son, as to which shares
Mr. Carey disclaims beneficial ownership.
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CUSIP No. 238128 10 2 13D Page 3 of 5 Pages
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This Amendment No. 2 amends the Schedule 13D dated October 31, 1996, (the
"Schedule 13D"), and Amendment No. 1 thereto dated September 21, 1998, 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 amended 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 23 Madison Road,
Fairfield, New Jersey 07004.
Item 2. IDENTITY AND BACKGROUND.
(b) The principal business address of each Reporting Person is c/o
Datatec Systems, Inc., 23 Madison Road, Fairfield, New Jersey 07004.
(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 4. PURPOSE OF TRANSACTION.
The Reporting Persons may sell part or all of their Shares at any time and from
time to time in open market and/or privately negotiated transactions.
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 31,254,345 shares of the Issuer's
Common Stock outstanding as of October 31, 1999. Mr. Carey currently
beneficially owns 2,983,686(1)(2) shares of the Issuer's Common Stock
representing approximately 9.5% of the shares of the Issuer's Common Stock
issued and outstanding as of October 31, 1999. 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 such date.
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(1) Includes (i) 270,353 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, (iv) 96,296 shares held by the Christopher Carey GRAT, a
trust formed for the benefit of Carey's son. Mr. 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, 1,500 shares beneficially owned by Mr. Carey's daughter and
7,000 shares beneficially owned by Mr. Carey's son, as to which shares
Mr. Carey disclaims beneficial ownership.
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(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 and the 60 days preceding the date of the event
requiring the filing of this statement. Unless otherwise indicated, all such
transactions took place on the Nasdaq Small-Cap Market.
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CUSIP No. 238128 10 2 13D Page 4 of 5 Pages
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Shares of Sale Price Per
Common Stock Share Date of Sale
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31,585 $5.06 12/9/99
1,200 5.13 12/9/99
4,100 5.09 12/9/99
5,000 4.94 12/9/99
100 5.03 12/9/99
5,900 5.00 12/9/99
17,900 4.75 12/9/99
8,900 4.88 12/9/99
2,000 4.81 12/9/99
10,000 5.71 12/22/99
10,000 5.57 12/22/99
20,000 5.58 12/22/99
85,000 5.33 12/23/99
7,500 N/A (Gift) 12/29/99
25,000 5.25 12/30/99
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CUSIP No. 238128 10 2 13D Page 5 of 5 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: February 29, 2000
/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
