RULE 424(b)(3)
REGISTRATION NO. 33-94802
PROSPECTUS SUPPLEMENT
DATED MARCH 8, 2000
TO PROSPECTUS DATED JULY 20, 1995
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DATATEC SYSTEMS, INC.
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THE ATTACHED PROSPECTUS FOR DATATEC SYSTEMS, INC. (FORMERLY KNOWN AS
GLASGAL COMMUNICATIONS, INC., THE "COMPANY") IS HEREBY SUPPLEMENTED
AS FOLLOWS:
This Supplement to Prospectus dated March 8, 2000 ("Supplement"),
supplements that certain Prospectus dated July 20, 1995 (the "Prospectus") and
should be read in conjunction with such Prospectus. The number of shares to
which the Prospectus relates, appearing on the cover page of the Prospectus, is
amended to an aggregate of 500,000 shares of Common Stock, par value $.001 per
share (the "Common Stock"), of the Company.
The section of the Prospectus captioned "Selling Shareholders" is
amended and restated as set forth below.
SELLING SHAREHOLDERS
The shares of Common Stock covered by this Prospectus are being
registered for reoffers and resales by Selling Shareholders of the Company who
may acquire such shares pursuant to the exercise of options granted or to be
granted under the Directors Plan. The Selling Shareholders named below may
acquire such shares pursuant to the exercise of options under the Directors
Plan.
Key employees deemed to be "affiliates" of the Company who acquire
registered Common Stock under the Directors Plan may be added to the Selling
Shareholders listed below from time to time, either by means of a post-effective
amendment hereto or by use of a prospectus filed pursuant to Rule 424(c) under
the Securities Act. An "affiliate" is defined in Rule 405 under the Securities
Act as a "person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,"
the Company.
The following table shows the name of the Selling Shareholder, his or
her position with the Company and the number of shares of the Company Common
Stock known by the Company to be beneficially owned by him as of March 6, 2000,
the number of shares covered by this Prospectus and the amount and (if one
percent or more) the percentage of the class to be owned by the Selling
Shareholder if such Selling Shareholder were to sell all of the shares of Common
Stock covered by this Prospectus:
<PAGE>
<TABLE>
<CAPTION>
Number of shares of
Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Name Common Stock Owned at Offered for Completion of the
Name March 6, 2000(1) Resale Offering (2)
- ---------------------------------------- ------------------------ ----------------- ------------------------
<S> <C> <C> <C>
Thomas J. Berry(3) ................. 72,000(4) 120,000 0/0%
Frank P. Brosens(5) ................ 534,983(6) 48,000 486,983/1.5%
Robert H. Friedman(7) .............. 92,146(8) 120,000 0/0
David M. Milch(9) .................. 517,505(10) 96,000 421,505/1.3%
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* Less than 1%.
</TABLE>
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act ("Rule 13d-3") and unless otherwise indicated,
represents shares for which the beneficial owner has sole voting and
investment power. The percentage of class is calculated in accordance
with Rule 13d-3 and includes options or other rights to subscribe which
are exercisable within sixty (60) days of March 6, 2000.
(2) Assumes that all Common Stock offered by the Selling Stockholder is
sold and that no additional shares are purchased or sold by such
Selling Shareholder.
(3) Mr. Berry is a director of the Company.
(4) Mr. Berry's beneficial ownership includes options to purchase 72,000
shares of Common Stock which are exercisable within 60 days of March 6,
2000.
(5) Mr. Brosens is a director of the Company.
(6) Mr. Brosens' beneficial ownership includes options to purchase 8,000
shares of Common Stock and warrants to purchase 350,000 shares of
Common Stock, all of which are exercisable within 60 days of March 6,
2000.
(7) Mr. Friedman is a director of the Company.
(8) Mr. Friedman's beneficial ownership includes options to purchase 72,000
shares of Common Stock which are exercisable within 60 days of March 6,
2000.
(9) Dr. Milch is a director of the Company.
(10) Dr. Milch's beneficial ownership includes options to purchase 48,000
shares of Common Stock which are exercisable within 60 days of March 6,
2000.
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