Filed by TekInsight.Com, Inc.
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: TekInsight.com, Inc.
Commission File No.: 1-11568
[TEKINSIGHT.COM LOGO]
5 HANOVER SQUARE 24TH FL. NEW YORK, NEW YORK 10004
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TEKINSIGHT.COM AND DATA SYSTEMS NETWORK CORPORATION SIGN
ACQUISITION AGREEMENT SUBJECT TO SHAREHOLDER APPROVAL
New York, New York - February 29, 2000--TekInsight.com, Inc. (NASDAQ:TEKS), a
provider of advanced Internet and e-commerce products and solutions, and Data
Systems Network Corporation (OTC BB: DSYS), a leading provider of enterprise
services, today jointly announce that they have signed a definitive Agreement
and Plan of Merger.
Under the terms of the agreement approved by Data Systems' and TekInsight.com's
Boards of Directors, Data Systems shareholders will receive a varying purchase
price for Data Systems (the "Merger Price") which will equal $12,500,000 if the
market price of TekInsight's common stock (the "Market Price") at the time of
the closing is less than $5.00 per share, $16,000,000 if the market price is
between $5.00 and $7.00 per share, and $18,000,000 if the market price is over
$7.00 per share. The Merger Price will be delivered to Data Systems shareholders
through the distribution of a number of shares of a new class of TekInsight.com
Convertible Preferred Stock proposed to be listed on the NASDAQ Small Cap
market, with the number of such shares to be found by dividing the applicable
Merger Price by the Market Price at the time of the closing. The agreement is
subject to approval by the shareholders of Data Systems and TekInsight.com,
acceptance by NASDAQ for the listing of the Convertible Preferred Stock, and
additional customary closing conditions. There can be no assurance that Nasdaq
listing will be obtained for the newly issued Convertible Preferred Stock, or
that any of the other closing conditions will be satisfied.
Steve Ross, CEO and President of TekInsight.com, said "The acquisition of Data
Systems will not only enhance our existing Internet infrastructure, but will
also give TekInsight.com critical value-added sales channels for new products
which we intend to bring to market."
ABOUT TEKINSIGHT.COM
TekInsight.com is a world-class Internet development company with a product set
that includes its XML streaming technology. TekInsight's customers include
Microsoft, IBM and other Fortune 500 companies. Some of the company's
proprietary products include various web-based diagnostic software agents and
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web-based e-commerce performance and analysis tools. TekInsight.com is currently
using this expertise to build several Internet-based commercial products and
services.
ABOUT DATA SYSTEMS NETWORK CORPORATION
Data Systems, the Computer Associates 1999 New Business Partner of the Year, has
more than 13 years of experience providing strategic technology solutions to
Fortune 1000 companies and over 16 state and local government agencies. The
company provides a wide range of services, including Applications Development,
Network Services, Enterprise Management, Help Desk and Security Services.
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that
certain statements in this release are "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 and involve
known and unknown risks, uncertainties and other factors. Such uncertainties and
risks include, among others, certain risks associated with the closing of the
transaction described above, government regulation, and general economic and
business conditions. Actual events, circumstances, effects and results may be
materially different from the results, performance or achievements expressed or
implied by the forward-looking statements. Consequently, the forward looking
statements contained herein should not be regarded as representations by
TekInsight.com, Data Systems or any other person that the projected outcomes can
or will be achieved.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
TekInsight.com plans to file a Registration Statement on SEC Form S-4 in
connection with the merger, and TekInsight.com and Data Systems expect to mail a
Joint Proxy Statement/Prospectus to shareholders of TekInsight.com and Data
Systems containing information about the merger. Investors and shareholders are
urged to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about TekInsight.com, Data Systems, the merger, the persons
soliciting proxies relating to the merger, their interests in the merger, and
other related matters. Investors and shareholders will be able to obtain free
copies of these documents through the website maintained by the U.S. Securities
and Exchange Commission at http://www.sec.gov. Free copies of the Joint Proxy
Statement/Prospectus and these other documents may also be obtained (when
available) from TekInsight.com by directing a request to TekInsight.com, Inc., 5
Hanover Square, 24th Floor, New York, New York 10004, attention: Arion Kalpaxis,
telephone: (212) 278-8520.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, TekInsight.com and Data Systems file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information filed by TekInsight.com or Data Systems at the SEC's public
reference room at 450 Fifth Street, N.W., Washington D.C. 20549 or at any of the
Commission's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference rooms. TekInsight.com's and Data Systems' filings with
the SEC are also available to the public from commercial document-retrieval
services and at the Web site maintained by the SEC at http://www.sec.gov.
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CONTACT: MICHAEL JANSEN CONTACT: ALEXANDER KALPAXIS
DATA SYSTEMS NETWORK CORPORATION TEKINSIGHT.COM, INC.
(248) 489-8700 (212) 271-8520
(800) 544-2086 [email protected]
[email protected]
