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: June 28, 2000
(Date of earliest event reported: June 28, 2000)
TekInsight.com, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11568 95-4228470
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5 Hanover Square New York, NY 10004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 271-8511
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 28, 2000, TekInsight.com, Inc. entered into a Second Amendment to the
Agreement and Plan of Merger dated February 18, 2000 and amended April 4, 2000,
among TekInsight.com, Inc., TekInsight Services, Inc. and Data Systems Network
Corporation. The Second Amendment to the Agreement and Plan of Merger amends the
merger agreement to provide that the merger agreement may be terminated by
either Data Systems or TekInsight.com if, for any reason, the merger is not
consummated by September 15, 2000 and that the merger agreement will
automatically terminate on October 1, 2000 if the merger has not occurred by
that date.
The Second Amendment also amends the conversion ratio of Data Sytems common
stock into TekInsight Series A convertible preferred stock (the "Convertible
Preferred Stock") as well as the conversion ratio of the Convertible Preferred
Stock into TekInsight common stock, although the aggregate merger price to be
delivered to Data Systems shareholders through the distribution of TekInsight
Convertible Preferred Stock will remain the same. The number of shares of
Convertible Preferred Stock each Data Systems shareholder will be entitled to
will be determined by dividing the applicable Merger Price by the Market Price
(the "Exchange Ratio"). The Exchange Ratio will be divided by a divisor
determined on the basis of the closing bid price of TekInsight common stock as
reported on The Nasdaq SmallCap Market for the trading date immediately
preceding the closing. In the event the Closing bid price is $3.50 or less per
share the divisor will be 2.5, if the closing bid price is greater than $3.50
but less than $4.50, the divisor will be 1.5; and if the closing bid price is
greater then $4.50 per share, the divisor will be 1.0. The conversion formula
for the conversion of Convertible Preferred Stock into common stock as set forth
in the certificate of Designations, Preferences, and Relative, Participating
Optional or Other Special rights of Series A Convertible Preferred Stock and
Qualifications, Limitations and Restrictions was also amended by the Second
Amendment to provide that upon conversion of the Convertible Preferred Stock
into TekInsight common stock, the number of shares of Convertible Preferred
Stock to be converted will be multiplied by the same divisor used to convert the
common stock of Data Systems into the Convertible Preferred Stock. Multiplying
the number of shares of Convertible Preferred Stock to be converted by the
divisor will cause the holder of the Convertible Preferred Stock to receive a
greater number of shares of TekInsight common stock than Convertible Preferred
Stock (if the divisor is greater than 1.0) while still maintaining the same pro
rata value had the conversions ratio of Data Systems common stock to Convertible
Preferred Stock to TekInsight common stock been 1:1:1.
The Second Amendment recognizes that Steven Ross was elected as the Chief
Executive Officer of TekInsight prior to the closing date. The Second Amendment
states that Data Systems identifies Michael Grieves, Steven Ross and Walter J.
Aspatore as its designees to the Board of Directors of TekInsight. Mr. Ross was
previously appointed to TekInsight's board of directors on June 28, 2000.
A copy of the Second Amendment to the Agreement and Plan of Merger, dated as of
June 28, 2000, is attached hereto as Exhibit 2.1.
Forward Looking Statements
This Report 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 Report are "forward looking statements" within the meaning
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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, Data Systems or any other person that the projected outcomes can or
will be achieved.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, TekInsight 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 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'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.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 2.1 Second Amendment to the Agreement and Plan of
Merger, dated June 28, 2000, among TekInsight.Com, Inc.,
TekInsight Services, Inc. and Data Systems Network
Corporation.
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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: August 18, 2000 TEKINSIGHT.COM, INC.
By: /s/ Arion Kalpaxis
Arion Kalpaxis, Chief Operating Officer
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EXHIBIT INDEX
Exhibit Number Exhibit Name
2.1 Second Amendment to the Agreement
and Plan of Merger, dated June 28, 2000,
among TekInsight.Com, Inc., TekInsight
Services, Inc. and Data Systems Network
Corporation.
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