TADEO HOLDINGS INC
8-K, 1999-12-06
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                        Date of Report: December 6, 1999


              (Date of earliest event reported: November 30, 1999)


                              TekInsight.Com, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                    1-11568                   95-4228470
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission              (IRS Employer
        of incorporation)           File Number)            Identification No.)


         5 Hanover Square                   New York, NY               10004
- --------------------------------------------------------------------------------
         (Address of principal executive offices)                   (Zip Code)



Registrant's telephone number, including area code (212) 271-8511

                              Tadeo Holdings, Inc.
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


Item 5.       OTHER INFORMATION.

              On November 30, 1999, upon the vote of a majority in interest of
     its shareholders, Tadeo Holdings, Inc. amended its Certificate of
     Incorporation to change its name to TekInsight.Com, Inc. ("Tek").

              Additionally, on November 30, 1999, the expiration date of Tek's
     publicly-traded Class A Warrants was extended for one year from
     December 17, 1999 to December 17, 2000.

Item 7.       EXHIBITS

       3.1         Amendment to Certificate of Incorporation

      10.1         Amended Warrant Agreement, dated as of November 30,
                   1999, between Tek and Amercan Stock Transfer & Trust Company.


<PAGE>


                                   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 hereunto duly authorized.


Dated:     December 6, 1999                  TEKINSIGHT.COM, INC.


                                             By:/s/  Brian D Bookmeier
                                                 Brian D. Bookmeier
                                                 President



<PAGE>


                                  EXHIBIT INDEX


         Exhibit Number             Exhibit Name
         --------------             ------------

                  3.1               Amendment to Certificate of Incorporation

                 10.1               Amended Warrant Agreement, dated as of
                                    November 30, 1999, between Tek and American
                                    Stock Transfer & Trust Company




                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                              TADEO HOLDINGS, INC.



                     Pursuant to Section 242 of the Delaware

                             General Corporation Law



         Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned, being the Chief Executive Officer of the
Corporation, hereby certifies and sets forth as follows:

         FIRST:   The name of the Corporation is Tadeo Holdings, Inc. (the
"Corporation").

         SECOND:  The Certificate of Incorporation of the Corporation was filed
by the Secretary of State on the 12th day of May, 1989.

         THIRD: The Certificate of Incorporation is hereby amended to change the
corporate name pursuant to Sections 241 and 242 of the General Corporation Law.
Article "FIRST" of the Certificate of Incorporation is hereby amended as
follows:

         "FIRST: The name of the Corporation is TekInsight.Com, Inc."

         FOURTH: The amendment to the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
228 and 242 of the General Business Law of the State of Delaware.

         IN WITNESS WHEREOF, the undersigned hereby signs his name and affirms
that the statements made herein are true under the penalties of perjury, this
30th day of November, 1999.



                               /s/ Alexander Kalpaxis
                               Alexander Kalpaxis, Executive Vice President



                            AMENDED WARRANT AGREEMENT

         AMENDED WARRANT AGREEMENT dated as of November 30, 1999 between TADEO
HOLDINGS, INC., a Delaware corporation having an address at 5 Hanover Square,
24th Floor, New York, New York 10004 (the "Company"), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, having an address at 40 Wall Street, New York, New
York 10005, as Warrant Agent (the "Warrant Agent") (the "Amended Warrant
Agreement.").

         WHEREAS, the Company proposes to extend the expiration date of its
outstanding Class A Warrants, which are publicly traded and currently
exercisable at $3.30 per share, for an additional year until December 17, 2000
in order to permit the Company to retain the ability to obtain additional
capital without incurring the expense and experiencing the delays inherent in
either a secondary public offering or a private placement of securities;

         WHEREAS, in connection with the expiration of the date of the Company's
outstanding Class A Warrants, the Company hereby enters into this Amended
Warrant Agreement in order to amend that certain Warrant Agreement dated as of
December 11, 1992 between Universal Self Care, Inc. and American Stock Transfer
& Trust Company (the "Warrant Agreement").

         NOW, THEREFORE, in consideration of the forgoing and for the purposes
of defining the terms and provisions of the Class A Warrants and the respective
rights and obligations thereunder of the Company and the registered owners of
the Class A Warrants (the "Holders"), the Company and the Warrant Agent hereby
agree as follows:

1.       Definitions.   All terms not expressly  defined  herein shall the hav
the same meaning as set forth in the Warrant Agreement.

2.       Amendment to Section 5.1 of the Warrant Agreement.   Section  5.1  of
the  Warrant  Agreement  is  hereby amended to read as follows:

                  "5.1. Term of Warrants.Subject to the terms of this Agreement,
                  each Holder of Class A Warrants shall have the right, which
                  may be exercised during the period commencing on the first
                  anniversary of the date hereof and ending at the close of
                  business on the eighth anniversary of the date hereof, to
                  purchase from the Company the number of fully-paid and
                  non-assessable Warrant Shares which the Holder may at the time
                  be entitled to purchase on exercise of such Warrants."

3.       Amendment to Section 11 of the Warrant Agreement.   Section 11 of the
Warrant Agreement is hereby amended to read as follows:

                  "11. Expiration of Warrants. At the close of business on the
                  eighth anniversary of the date hereof, all outstanding Class A
                  Warrants shall become null and void and all rights of all
                  holders thereof and thereunder and under this Agreement shall
                  cease."

<PAGE>


4.       Amendment to Section 26 of the Warrant Agreement.  Section 26 of the
Warrant Agreement is hereby amended to read as follows:

                  "26. Termination. This Agreement shall terminate at the close
                  of business on the day which is seven (7) days after the
                  eighth anniversary of the date hereof, or such earlier date
                  upon which all Warrants have been exercised, except that the
                  Warrant Agent shall account to the Company for any cash held
                  by it after the termination hereof."

5.       Provisions Not Amended.   All terms of the Warrant Agreement not
otherwise amended hereby shall continue to remain in full force and effect.

6.       Successors.   All the  covenants  and  provisions  of this  Amended
Warrant  Agreement  by or for the benefit of the Company or the Warrant  Agent
shall bind and inure to the  benefit of their  respective  successors and
assigns.

7.       Applicable Law.  This Amended Warrant Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York, without
giving effect to any principles of conflicts of law.

8.       Benefits of this Amended Warrant Agreement.   Nothing in this Amended
Warrant Agreement shall be construed to give any person or corporation other
than the Company, the Warrant Agent and the Holders any legal or equitable
right, remedy or claim under this Amended Warrant Agreement; this Amended
Warrant Agreement shall be for the sole and exclusive benefit of the Company,
the Warrant Agent and the Holders of the Warrants.

9.       Counterparts.   This Amended Warrant Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


<PAGE>


10.      Captions.  The captions of the sections and subsections of this Amended
Warrant Agreement have been inserted for convenience only and shall have no
substantive effect.

                                       TADEO HOLDINGS, INC.


                                       By:/s/ Brian Bookmeier
                                           Brian Bookmeier, President

                                       AMERICAN STOCK TRANSFER
                                                & TRUST COMPANY


                                       By:/s/ Herbert J. Lemmer
                                           Herbert J. Lemmer, Vice President



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