U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from__________ to __________
COMMISSION FILE NUMBER 1-11568
TEKINSIGHT.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4228470
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
18881 Von Karman Ave., Suite 250
Irvine, CA 92612
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 955-0078
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
(Title of Class)
Series A Preferred Stock, $.0001 par value
(Title of Class)
Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act OF 1934 DURING THE PRECEDING
12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILINGS REQUIREMENTS FOR THE PAST 90
DAYS. YES X No __
Check if there is no disclosure of delinquent filers in response to item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. X
The aggregate market value of the voting stock held by non-affiliates for the
issuer as of October 23, 2000 was approximately $ 16,455,000.
The number of shares outstanding of the issuer's Common Stock, $.0001 par value,
as of October 23, 2000 was 16,293,620.
Documents incorporated by reference: None. The purpose of this Amendment is to
provide the information contained in Part III herein.
<PAGE>
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OFFICERS AND DIRECTORS
The executive officers and directors of TekInsight as of October 13, 2000 are as
follows:
NAME AGE POSITION WITH THE COMPANY
Steven J. Ross 45 President, Chief Executive Officer and Director
Alexander Kalpaxis 47 Chairman of the Board, Chief Technology Officer
and Director
James Linesch 46 Chief Financial and Chief Accounting Officer,
Executive Vice President, Director and Secretary
Arion Kalpaxis 44 Chief Operating Officer
Brian D. Bookmeier 42 Director
Damon Testaverde 52 Director
Michael W. Grieves 49 Director
Walter J. Aspatore 55 Director
Set forth below is a brief background of the officers, directors and key
employees of the Company, based on information supplied by them.
STEVEN J. ROSS. Since February 2000, Mr. Ross has been TekInsight's
President, Chief Executive Officer and Director. Mr. Ross has extensive industry
background, most recently serving as General Manager of Toshiba's Computer
System Division, responsible for sales, marketing, and operations in North and
South America. Prior to that, Mr. Ross was President and General Manager of the
Reseller Division and President of Corporate Marketing at Inacom Corporation.
Mr. Ross' other positions have included responsibility for sales and marketing,
operations, strategic planning, and other senior executive activities. See Item
13 "Certain Relationships and Related Transactions"
ALEXANDER KALPAXIS. Since November 1998, Mr. Kalpaxis has been TekInsight's
Chief Technology Officer, Director and since February 2000 its' Chairman of the
Board. From April 1997 to October 1998, Mr. Kalpaxis was the CEO and President
of Astratek, Inc. From October 1984 to April 1997 Mr. Kalpaxis was the Bankers
Trust Chief Technology scientist. Mr. Kalpaxis led projects in infrastructure
development, LAN systems, databases and tools, object technology, and
engineering. Prior to Bankers Trust, Mr. Kalpaxis was a research electrical
engineer for Photonics Laser Institute at the City University of New York. He
has received several awards, including the Simon Sokin Medal for Excellence in
Experimental Physics. See Item 13 "Certain Relationships and Related
Transactions"
2
<PAGE>
JAMES LINESCH. Since August 14, 2000, Mr. Linesch has served as the Chief
Financial and Chief Accounting Officer, Executive Vice President and Secretary,
and since February 1997 Director, of TekInsight. Previously, Mr. Linesch was the
President, Chief Executive Officer and Chief Financial Officer of CompuMed, a
public computer company involved with computer assisted diagnosis of medical
conditions, which he joined in April 1996 as Vice President and Chief Financial
Officer. Mr. Linesch served as a Vice President, Chief Financial Officer and
Controller of the Company from August 1991 to April 1996. From May 1988 to
August 1991, Mr. Linesch served as the Chief Financial Officer of Science
Dynamics Corp., a corporation involved in the development of computer software.
Mr. Linesch holds a CPA certification in the State of California, where he
practiced with Price Waterhouse from 1981 to 1984.
ARION KALPAXIS. Since February 2000, Mr. Kalpaxis has been TekInsight's
Chief Operating Officer. Mr. Kalpaxis has served as Chief Operating Officer of
Astratek since April 1997. From 1995 to May 1996 Mr. Kalpaxis was Vice President
for BT Ventures and the Bankers Trust Electronic Commerce group responsible for
the development of business models for new initiatives in electronic commerce.
Prior to 1995, Mr. Kalpaxis was a partner at Metron Consulting Group, where he
advised clients in business strategy and development, and managed efforts
designed to bring about fundamental changes in support of new business
strategies. See Item 13 "Certain Relationships and Related Transactions"
BRIAN D. BOOKMEIER. Mr. Bookmeier is an investor and Vice President of
Seven Sons, Inc., d/b/a Las Vegas Golf & Tennis. Seven Sons, Inc. is in the
business of franchised retailing of golf and tennis products. Mr. Bookmeier has
held this position since August 1997. Mr. Bookmeier has served as a Director of
TekInsight since July 1995, and was President and Chief Executive of TekInsight
from July 1995 to February 2000. From September 1989 until its merger into
TekInsight, Mr. Bookmeier served as Executive Vice President and a Director of
Patient Care Services, a home medical equipment supply company that specialized
in diabetes management, and the sale of related equipment and supplies. He has
been a Director of the American Diabetes Association since June 1995. See Item
13 "Certain Relationships and Related Transactions"
DAMON TESTAVERDE. Mr. Testaverde has been a director since January 19,
1998. From May 1991 until June 1995, Mr. Testaverde served as President and
Chief Executive Officer of TekInsight. From 1989 to March 1991, Mr. Testaverde
served as the principal stockholder of R. H. Damon & Company, Inc., a former
full service securities broker-dealer, which ceased operations in March 1991.
Since March 1994, Mr. Testaverde has been a registered representative with
Network One Financial Services, Inc., a full service securities broker-dealer.
From 1980 to 1986, Mr. Testaverde served in the capacity of President of S. D.
Cohn & Co., Inc. A full service securities broker-dealer with active investment
banking and brokerage operations. See Item 13 "Certain Relationships and Related
Transactions"
MICHAEL W. GRIEVES. Mr. Grieves has been a director since August 14, 2000.
Previously, Mr. Grieves had served as Data Systems' President, Chief Executive
Officer and Chairman of the Board since its inception in 1986. Prior to 1986,
Mr. Grieves served in executive, managerial and technical capacities with
Computer Alliance Corporation, a turnkey system house, Quanex Management
Sciences; a computer services bureau, and Lear Siegler Corporation, and has more
than 25 years of experience in the computer industry. See Item 13 "Certain
Relationships and Related Transactions"
3
<PAGE>
WALTER J. ASPATORE. Mr. Aspatore has been a director since August 14, 2000.
Previously, Mr. Aspatore was a Director of Data Systems since November 1994. Mr.
Aspatore is also a Managing Director and co-founder of Amherst Capital Partners,
L.L.C., a privately held investment banking firm. Prior to the formation of
Amherst in 1994, Mr. Aspatore served as President of Cross and Trecker
Corporation, an $800 million revenue worldwide factory automation equipment
supplier. He has also served in numerous other operating capacities, namely as
President and CEO of The Warner and Swasey Company and Vice President and Group
Executive of the Bendix Corporation Industrial Tools Group. Mr. Aspatore has
also served as CFO of the Industrial Group of the Bendix Corporation and Vice
President - Finance of the Industrial Energy Sector of the TRW Corporation. He
has also served as Vice Chairman and President of Onset BIDCO, a Venture Capital
and subordinated debt fund. Mr. Aspatore serves on the Board of Directors of
Laser Measurement International (LMI), Cogsdill Tool Company, Shiponet.com, the
US Board of Ricardo, plc (London: RCDO) and Cargill Detroit Company. In
addition, Mr. Aspatore also serves on the Board of Advisors of the Michigan
Biotechnology Institute.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Long-Term Compensation
--------------------------------------------------------------
Annual Compensation Awards Payouts
----------------------------------- --------------- -------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OTHER
Name and ANNUAL RESTRICTED ALL
Principal COMPEN- STOCK OPTIONS/ LTIP OTHER
POSITION YEAR SALARY BONUS SATION AWARDS SARS(#) PAYOUTS COMPENSATION
-------- ---- ------ ----- ------ ------ ------- ------- -----------
Steven J. Ross 1998 $ 0 0 $ 0 $ 0 $ 0 $ 0 $ 0
President and 1999 $ 0 0 $ 0 $ 0 $ 0 $ 0 $ 0
Chief Executive a)2000 $143,000 0 $ 0 $ 0 $ 0 $ 0 $ 0
Officer and
Director
Brian Bookmeier 1998 $ 87,500 0 $1,000 $ 0 $ 0 $ 0 $ 0
Former President 1999 $ 17,308 0 $ 0 $ 0 $ 0 $128,333 $ 0
and Chief 2000 $ 0 0 $ 0 $ 0 $ 0 $ 0 $ 0
Executive Officer
and Director
Alex Kalpaxis 1998 $160,000 0 $ 0 $ 0 $ 0 $ 0 $ 0
Chairman of the 1999 $160,000 0 $ 0 $ 0 $ 0 $ 0 $ 0
Board, Chief 2000 $160,000 0 $ 0 $ 0 $ 0 $ 0 $ 0
Technology Officer
and Director
Arion Kalpaxis 1998 $ 66,667 0 $ 0 $ 0 $ 0 $ 0 $ 0
Chief Operating 1999 $140,000 0 $ 0 $ 0 $ 0 $ 0 $ 0
Officer 2000 $140,000 0 $ 0 $ 0 $ 0 $ 0 $ 0
</TABLE>
a) On December 10, 1999, Mr. Ross entered into a consulting
agreement with BugSolver.com, Inc., a TekInsight subsidiary. The
agreement provided for a monthly consulting fee of $20,000. On
May 15, 2000, TekInsight entered into a consulting agreement with
Mr. Ross, which replaced the December 10, 1999 agreement with
BugSolver.com, Inc. The agreement expires in February 2002 and
automatically renews for successive 90-day periods unless
terminated by either party. The agreement provides for a monthly
consulting fee of $23,000.
4
<PAGE>
EMPLOYMENT AND CONSULTING AGREEMENTS
On October 1, 1998, TekInsight entered into a three-year employment
contract with Mr. Kalpaxis. Mr. Kalpaxis is Chairman of the Board and Chief
Technology Officer of the Company. Mr. Kalpaxis's employment agreement provides
him with an annual base salary of $ 160,000. Additionally, Mr. Kalpaxis will
receive a performance bonus based upon the operating results of Astratek, Inc, a
wholly-owned subsidiary of TekInsight.com, in which Earnings Before Taxes
Interest Depreciation and Amortization, ("EBITDA") equals or exceed one million
dollars.
On May 15, 2000, TekInsight entered into a consulting agreement with
Steven J. Ross, its President, CEO and a director. The agreement expires in
February 2002 and automatically renews for successive 90-day periods unless
terminated by either party. The agreement provides for a monthly consulting fee
of $23,000 and options to purchase 400,000 shares of the Company's common stock
at $3.00 per share. Of the options granted, 200,000 were vested and exercisable
as of February 1, 2000. The remaining 200,000 options vest and are exercisable,
100,000 each when the average closing price for one share of common stock for
the five trading days immediately prior to such date attains $6.00 and $8.00 per
share respectively. In addition, the President also received options to purchase
30,000 shares of the common stock of BugSolver.com, Inc., a subsidiary of
TekInsight for $1.50 and may be granted additional options to acquire shares of
BugSolver.com, Inc. if certain funding transactions are arranged.
On June 26, 2000, Data Systems Network Corporation entered into an
employment agreement with Michael W. Grieves, Data Systems President and Chief
Executive Officer. The employment agreement became effective the date of the
merger closing with TekInsight.com and continues until the first anniversary
date of the closing. The agreement was put into place to ensure continuity and a
smooth transition of Data Systems into TekInsight. In exchange for his services,
Mr. Grieves shall receive compensation of $20,000 per month. In addition, he
will be given the standard benefit package including, medical, dental, term
life, short term and long term disability.
On August 14, 2000, TekInsight entered into an employment agreement
with James Linesch, its Chief Financial Officer and Executive Vice President.
The agreement is for one year and automatically renews for subsequent one-year
periods unless TekInsight provides written notice of its intention not to renew
at least six months prior to the anniversary date. The initial compensation is
$157,500 per year, subject to annual increases. In connection with his
employment, Mr. Linesch was granted 100,000 options vesting over one year with
an exercise price of $3.00 per share. In addition, Mr. Linesch is entitled to
the same benefits afforded non-employee directors.
Each director of the Company receives a $25,000 annual directors fees
for attendance at Board meetings, as well as reimbursement for the actual
expenses incurred in attending such meetings. Board Members are also granted
10,000 options on July 1 of each year at the then market price of the common
stock. Officers and key employees of the Company receive employment benefits
(e.g., health insurance, automobile allowances) other than cash compensation and
interests in the Company's employee stock option plan.
The Compensation Committee of the Board of Directors is composed of Messrs.
Linesch and Bookmeier. The audit Committee of the Board of Directors is composed
of Messrs. Aspatore, Linesch and Bookmeier.
5
<PAGE>
In November 1997, the Company established the 1997 Stock Option Plan for
Non-employee Directors, which authorizes the issuance of up to 300,000 options
to purchase Common Stock at an exercise price of 100% of the Common Stock's
market price. In February 1998, 30,000 five-year options were granted under this
plan at an exercise price of $1.81 per share. In July 2000, July 1999 and July
1998, 30,000 five-year options were granted under this plan at exercise prices
of $2.81, $3.78 and $.97 per share, respectively.
The following table sets forth information concerning individual grants of
stock options made during the last completed fiscal year to each of the
executive officers named in the Summary Compensation Table.
Potential realizable
Number of Percent of Value at assumed
Securities Total Options/ Annual rates of
Underlying SAR's Granted Exercise or stock price
Options/SAR's In Fiscal Base Price appreciation
Name Granted (#) Year (S/Sh) for option term
(a) (b) (c) (d) 5% 10%
---------------- ------------- --------------- ------------ --------------------
Brian Bookmeier 10,000 1% $3.78 48,200 60,900
---------------- ------------- --------------- ------------ ---------- ---------
Steven J. Ross 400,000 41% $3.00 1,531,500 1,932,600
The following table sets forth information concerning options exercised and
the number of unexercised options, and the value of such unexercised options,
for the persons named in the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISED
IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C> <C>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED ON VALUE REALIZED OPTIONS/SARS AT OPTIONS/SARS AT
NAME EXERCISE (#) ($) FY-END(#) FY-END($)
(A) (B) (C) (D) (E)
----------------------- --------------------- -------------------- ----------------------- ----------------------
EXERCISABLE/ EXERCISABLE/
UNEXECISABLE UNEXERCISABLE
Brian Bookmeier 0 155,000/0 $201,237
Steven J. Ross 0 200,000/200,000 $0/$0
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table identifies each person or entity known to the Company
to be the beneficial owner of more than five percent of the Company's common
stock on September 15, 1999, each director of the Company and all the directors
and officers of the Company as a group, and sets forth the number of shares of
the Company's common stock beneficially owned by each such person and such group
and the percentage of the shares of the Company's outstanding common stock owned
by each such person and such group. In all cases, the named person has sole
voting power and sole investment power of the securities, unless otherwise
specified.
6
<PAGE>
Percentage of
Name and Address Number of Shares of Common Outstanding OF
Beneficial Owner Stock Beneficially Owned(1) Common Stock Owned
Brian D. Bookmeier (3) 347,867 2.1%
c/o Las Vegas Golf & Tennis
42705 Grand River Avenue
Suite 20
Novi, MI 48152
Estate of Fred Kassner 2,809,455 17.2%
59 Spring Street
Ramsey, NJ 07446 (4)
Alexander Kalpaxis (2) (5) 788,583 4.8%
Arion Kalpaxis (2) (5) 292,500 1.8%
James Linesch (6) (8) 260,156 1.6%
3401 Walnut Avenue
Manhattan Beach, CA 90266
Damon D. Testaverde (4) (6) 669,189 4.1%
580 Oak Dale Street
Staten Island, NY 30312
ViewCast.Com 1,240,310 7.6%
2665 Villa Creek Drive, Suite 200
Dallas, TX 75234
Michael W. Grieves (9) 0 0.0%
34705 West 12 Mile Road
Suite 300
Farmington Hills, MI 48331
Walter J. Aspatore (10) 0 0.0%
255 East Brown Street Center
Suite 120
Birmingham, MI 48009
Steve J. Ross 200,000 1.2%
18881 Von Karman Ave.
Suite 250
Irvine, CA 92612
ALL OFFICERS AND DIRECTORS 2,558,295 15.7%
as a group (7 persons)
(3)(5)(6)(7)
(1) As used herein, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Securities Exchange Act of
1934 as consisting of sole or shared voting power (including the power
to vote or direct the vote) and/or sole or shared investment power
(including the power to dispose or direct the disposition of) with
respect to the security through any contract, arrangement,
understanding, relationship or otherwise, including a right to acquire
such power(s) during the next 60 days. Unless otherwise noted,
beneficial ownership consists of sole ownership, voting and investment
rights.
(2) THE PRINCIPAL BUSINESS ADDRESS FOR SUCH PERSON IS 5 HANOVER SQUARE,
24TH floor, New York, New York 10004.
7
<PAGE>
(3) Includes 182,867 shares of Common Stock held by Mr. Bookmeier. Also
includes options to purchase 125,000 shares of Common Stock at $1.35
per share, granted in connection with the waiver of certain cash
compensation in 1996, options to acquire 10,000 shares of Common Stock
granted under the 1992 Employee's Stock Option Plan at $.9375 per share
and options to purchase 30,000 shares of Common Stock granted under the
Company's 1997 Non-Employee Director's Stock Option Plan (10,000
exercisable at $1.81 per share of Common Stock, 10,000 exercisable at
$3.78 per share of Common Stock and 10,000 exercisable at $2.81 per
share of Common Stock).
(4) For the Estate of Mr. Kassner, includes 40 shares of Common Stock
underlying the Company's publicly-traded Class A Warrants and 100,000
shares of Common Stock underlying Warrants granted in connection with
certain financial accommodations granted by Mr. Kassner related to the
release of security interests in Company assets. For Mr. Testaverde,
includes the shares underlying 50,000 warrants granted in connection
with the waiver of defaults under then existing indebtedness
exercisable at $1.00 per share and 100,000 options granted under the
1992 Employee Stock Option Plan exercisable at $1.50 per share.
(5) Does not include an aggregate of 161,166 shares of Common Stock
transferred by Alexander Kalpaxis to three employees of Astratek, Inc.
which shares are held in escrow for varying periods of time and
returned to Mr. Kalpaxis under specified circumstances. The number of
shares listed for Mr. Arion Kalpaxis includes 97,500 shares of Common
Stock, which are held in escrow and may be returned to Alexander
Kalpaxis.
(6) Includes 40,000 options granted to each of Messrs. Linesch and
Testaverde (10,000 exercisable at $1.81 per share of Common Stock,
10,000 exercisable at $ .9375 per share of Common Stock, 10,000
exercisable at $3.78 per share of Common Stock and 10,000 exercisable
at $2.81 per share of Common Stock) under the Company's 1997
Non-Employee Director's Stock Option Plan.
(7) Includes options to purchase 200,000 shares of common stock at
$3.00 per share granted to Mr. Ross in connection with Mr. Ross's
duties as a consultant and as President and Chief Executive Officer of
TekInsight. Does not include an additional option to purchase 200,000
shares of common stock, which has not yet vested at $3.00 per share.
(8) Includes options to purchase 100,000 shares of common stock at
$3.00 per share granted to Mr. Linesch in connection with Mr. Linesch's
employment agreement.
(9) Mr. Grieves owned 703,453 shares of Data Systems Network
Corporation common stock. Based upon the merger conversion ratio of one
share of Data Systems common stock for .392 shares of TekInsight Series
A Preferred Stock, Mr. Grieves received 275,753 shares of TekInsight
Series A Preferred Stock as merger consideration in connection with the
merger of Data Systems with TekInsight. Mr. Grieves was awarded options
to purchase 44,700 shares of Data Systems' common stock at $.938 per
share granted under the 1994 Data Systems Network Corporation Stock
Option Plan. Based upon the merger conversion ratio, Mr. Grieves
received options to purchase 17,522 shares of TekInsight Series A
Preferred Stock with a strike price of $2.39 per share. The TekInsight
Series A Preferred Stock shares are not available for conversion into
TekInsight common stock until August 14, 2001. None of Mr. Grieves'
shares or options to acquire Series A Preferred are included in the
table.
8
<PAGE>
(10) Mr. Aspatore owned 23,453 shares of Data Systems Network
Corporation common stock. Based upon the merger conversion ratio of one
share of Data Systems common stock for .392 shares of TekInsight Series
A Preferred Stock, Mr. Aspatore received 9,193 shares of TekInsight
Series A Preferred Stock as merger consideration in connection with the
merger of Data Systems with TekInsight. Amherst Capital, a company
whose equity Mr. Aspatore is the beneficial owner of, was awarded
options to purchase 40,000 shares of Data Systems' common stock at $.88
per share granted under the 1994 Data Systems Network Corporation Stock
Option Plan. Based upon the merger conversion ratio, Mr. Aspatore
received options to purchase 15,680 shares of TekInsight Series A
Preferred Stock with a strike price of $2.24 per share. The TekInsight
Series A Preferred Stock shares are not available for conversion into
TekInsight common stock until August 14, 2001. None of Mr. Aspatore's
shares or options to acquire Series A Preferred are included in the
table.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A $200,00 promissory note was issued for a portion of the consideration
for some 13% subordinated promissory notes of Data Systems Network Corporation
acquired by Mr. Grieves, Data Systems' Chairman, President and Chief Executive
Officer, pursuant to Data Systems' Plan of Reorganization in 1992. Under the
renegotiated Grieves Note, payments will be made at the end of each fiscal
quarter with all outstanding principal and accrued interest paid by December 31,
2000. The negotiated Grieves note bears interest on the principal at an annual
rate of 9.5%.
As part of the merger with Data Systems, the Company assumed an
agreement with Interactive Frontiers ("IF") whereby, IF provides access to its
Internet Golf Academy to the Company for use at trade shows or any other venues
as determined by the Company. Michael W. Grieves, a director of TekInsight, is a
significant investor and non-executive Chairman of the Board of IF. The term of
the agreement is six months beginning August 1, 2000, with a renewal of six
months upon election of Data Systems or its successor. The fee is $126,000 per
six-month period.
In September 2000, the Company raised $3,000,000 through an issuance of
1,000,000 shares of preferred stock in its BugSolver subsidiary. Mr. Testaverde,
who is a director of TekInsight, acted as an agent in selling those securities,
and was paid $150,000 and was issued 50,000 options to acquire stock of the
subsidiary at $1.50 per share. In connection with the initial capitalization of
BugSolver, the following officers and/or directors were issued the following
options to purchase BugSolver common stock at a $1.50 strike price: Steven J.
Ross, 30,000 shares; Alex Kalpaxis, 200,000 shares; Arion Kalpaxis, 50,000
shares; and Damon Testaverde 200,000 shares.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and reports on Form 8-K
(a) SEE, ITEM 8.
"FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA."
(b) LIST OF REPORTS ON FORM 8-K
On May 19, 2000, the Company filed Form 8-K covering the acquisition of Big
Technologies, Inc
(c) EXHIBITS
9
<PAGE>
NUMBER DESCRIPTION OF EXHIBIT
2.1 Agreement and Plan of Merger, as amended, dated February 18, 2000
between TekInsight.com, TekInsight Services, Inc. and Data Systems
Network Corporation (14)
2.2 Second Amendment to the Agreement and Plan of Merger dated as of June
28, 2000 between TekInsight.com, Inc. TekInsight Services, Inc. and
Data Systems Network Corporation (17)
3.1(a) Certificate of Incorporation of the Company. (1)
3.1(b) Certificate of Renewal of Charter of the Company. (1)
3.1(c) Certificate of Amendment of Charter of the Company. (3)
3.1(d) Certificate of Amendment of Charter of the Company. (12)
3.1(e) Certificate of Amendment to Certificate of Designations of Charter of
the Company. (12)
3.1(f) Certificate of Amendment to Charter of the Company (13)
3.2 By-Laws of the Company. (3)
3.3 Certificate of Designations, Preferences and Relative, Participating,
Optional or other special rights of Series A Redeemable Preferred
Stock. (9)
3.4 Certificate of Designations, Preferences and Relative, Participating,
Optional or other special rights of Series B Convertible Preferred
Stock. (9)
4.1(a) Specimen Certificate of the Company's Common Stock. (2)
4.1(b) Specimen of Redeemable Common Stock Purchase Warrant. (4)
4.2 Form of Warrant Agent Agreement between the Company and American Stock
Transfer and Trust Company. (2)
4.3 Amended Warrant Agreement between the Company and American Stock
Transfer and Trust Company, dated November 30, 1999 (13)
4.3 Form of Underwriter's Warrant Agreement. (5)
4.4 1992 Employee Incentive Stock Option Plan, including form of Incentive
Stock Option Agreement. (2)
4.5 1998 Non-Employee Director Stock Option Plan. (9)
4.6 Form of Amendment to 1992 Employee Incentive Stock Option Plan. (16)
4.7 Form of certificate of designations for Series A preferred stock. (16)
10.1 Warrant Agreement, dated April 28, 1995, by and between the Company
and Fred Kassner ("Lender"). (7)
10
<PAGE>
10.2 Registration Rights Agreement, dated April 28, 1995, by and between
the Company and Lender. (7)
10.3 Warrant Agreement, dated July 14, 1995, by and between the Company and
Lender. (6)
10.4 Registration Rights Agreement, dated July 14, 1995, by and between the
Company and Lender. (6)
10.5 Agreement and Plan of Merger between the Company and Gainor Medical
Management, LLC, as amended, dated November 14, 1997.(8)
10.6 Closing Agreement dated January 28, 1998. (9)
10.7 Termination Agreement of Edward Buchholz, dated January 28, 1998. (9)
10.8 Employment Termination Agreement, dated July 10, 1998, by and among
the Company and Messrs. Alan Korby. (10)
10.9 Employment Termination Agreement, dated July 10, 1998, by and among
the Company and Messrs. Matthew Gietzen. (10)
10.10 Employment Termination Agreement, dated July 10, 1998, by and among
the Company and Messrs. Brian Bookmeier. (10)
10.11 Consulting and Professional Services Agreement with 4th Peripheral,
Inc. (12)
10.12 Form of Web Site Design and Consulting Agreement, dated as of June 1,
1999, by and between Azurel, E Commerce Corp. (12)
10.13 Credit Note, dated May 28, 1999 made by Azurel in favor of Tadeo
Holdings, Inc. ("Tadeo")(the "Credit Note").(11)
10.14 First Allonge to Credit Note, made by Azurel in favor of Tadeo E,
dated June 1, 1999. (11)
10.15 Credit Agreement, dated May 28, 1999, by and between Tadeo and Azurel.
(11)
10.16 Pledge Security Agreement, dated May 28, 1999, by and between Tadeo
and Azurel. (11)
10.17 Warrants, to acquire 300,000 shares of Azurel common stock, dated May
28, 1999. (11)
10.18 First Amendment to Credit Agreement, dated June 1, 1999, by and
between Tadeo, Tadeo E and Azurel. (11)
10.19 Registration Rights Agreement, dated May 28, 1999, by and between
Tadeo and Azurel. (11)
10.20 Warrants, to acquire 200,000 shares of Azurel common stock, dated June
1, 1999. (11)
11
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10.21 Form of On-Line Hosting Agreement, dated as of June 30, 1999, by and
between Tadeo E and Style Site Marketing Inc.("Style"). (11)
10.22 Web Site and Consulting Agreement, dated as of June 30, 1999, by and
between Tadeo E and Style. (11)
10.23 Security Purchase Agreement, dated June 30, 1999, by and between
Tadeo, Tadeo E and Style. (11)
10.24 Registration Rights Agreement, dated June 30, 1999, by and between
Tadeo E and Style. (11)
10.25 Pledge Security Agreement, dated June 30, 1999, by and between
Tadeo E, The Rubin Family Irrevocable Trust and Style. (11)
10.26 Agreement dated June 30, 1999, between Tadeo and BusinessTalkRadio.
Net, Inc. (12)
10.27 Guarantee of Robert M. Rubin for certain liabilities of Style to Tadeo
E. (12)
10.28 Form of indemnity agreement between TekInsight and its officers and
directors (16)
10.29 Affiliate agreement dated as of February 18, 2000 between Michael W.
Grieves and Gregory Cocke, as principal shareholders, and Data
Systems, TekInsight Services and TekInsight, as parties to the
merger(16)
10.30 Consulting Agreement between Steven J. Ross and BugSolver.Com, Inc.
dated as of December 10, 1999(16)
10.31 Consulting Agreement between Steven J. Ross, TekInsight.com, Inc. and
BugSolver.Com, Inc., dated as of May 15, 2000 (17)
10.32 Letter Agreement between Core Strategies, LLC and TekInsight.com,
Inc., dated May 24, 2000 (17)
10.33 Form of Consulting Agreement between The Exigo Group and
TekInsight.com, Inc., dated June 1, 2000 (17)
10.34 Agreement and Plan of Merger, dated May 17, 2000, between
TekInsight.com, Inc., Big Tech Acquisition Corp. and Big Technologies,
Inc. (15)
10.35 Form of Non-Competitive, Confidentiality and Inventions Agreement
between Big Technologies, Inc. and Employees (15)
10.36 Guaranty, dated as of August 11, 2000, made by TekInsight.com, Inc.in
favor of Foothill Capital Corporation (18)
10.37 Amendment No. 6 and Waiver to loan and Security agreement, dated as of
august 11, 2000, among Foothill Capital corporation, TekInsight
Services, Inc. and Data Systems Network Corporation (18)
12
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10.38 Loan and Security Agreement, dated as of September 30, 1998, between
TekInsight Services, Inc.(as successor to Data Systems Network
Corporation) and Foothill Capital Corporation (19)
10.39 Employment Agreement, dated as as June 26, 2000, between TekInsight
Services, Inc.(as successor to Data Systems Network Corporation) and
Michael W. Grieves
10.40 Employment Agreement, dated as of August 14, 2000, between
TekInsight.com, Inc. and James Linesch
10.41 Letter Agreement, dated as of July 28, 2000, between TekInsight
Services, Inc.(as successor to Data Systems Network Corporation) and
Interactive Frontiers, Inc.
21 TekInsight subsidiaries(17)
99.1 Form of amendment to 1992 employee stock option plan (16)
99.2 Form of Series A convertible preferred stock certificate of
TekInsight.com, Inc. (17)
27. Financial Data Schedule
----------------
1. Incorporated by reference, filed as an exhibit to the Registrant's
Registration Statement on Form S-1 filed on August 3, 1992, SEC File
No. 33-50426.
2. Incorporated by reference, filed as an exhibit to Amendment No. 1 to
the Registrant's Registration Statement on Form S-1 filed on October
13, 1992.
3. Incorporated by reference, filed as an exhibit to Amendment No. 2 to
the Registrant's Registration Statement on Form S-1 filed on November
10, 1992.
4. Incorporated by reference, filed as an exhibit to Amendment No. 4 to
the Registrant's Registration Statement on Form S-1 filed on December
4, 1992.
5. Incorporated by reference, filed as an exhibit to Amendment No. 5 to
the Registrant's Registration Statement on Form S-1 filed on December
8, 1992.
6. Incorporated by reference, filed as an Exhibit to the Company's
Current Report on Form 8-K, filed on July 26, 1995.
7. Incorporated by reference, filed as an exhibit to the Registrant's
Registration Statement on Form SB-2, filed on July 31, 1995, SEC File
No. 33-95222.
8. Incorporated by reference, filed as an exhibit to the Company's
definitive Proxy Statement, filed on December 24, 1998.
13
<PAGE>
9. Incorporated by reference, filed as an exhibit to the Company's Report
on Form 10-Q, filed on December 24, 1998.
10. Incorporated by reference, filed as an Exhibit to the Company's Annual
Report on Form 10-K, filed on October 13, 1998.
11. Incorporated by reference, filed as an Exhibit to the Company's
Current Report on Form 8-K, filed on July 30, 1999.
12. Incorporated by reference, filed as an Exhibit to the Company's Annual
Report on Form 10-K, filed on October 13, 1999.
13. Incorporated by reference, filed as an Exhibit to the Company Current
Report on Form 8-K, filed on December 6, 1999
14. Incorporated by reference, filed as an Exhibit to the Company's
Current Report on Form 8-K, filed on February 29, 2000.
15. Incorporated by reference, filed as an Exhibit to the Company's
Current Report on Form 8-K, filed on May 19, 2000
16. Incorporated by reference, filed as an Exhibit to the Company's
Registration Statement on Form S-4, filed on May 1, 2000 (File No.
333-36044).
17. Incorporated by reference, filed as an Exhibit to the Company's
Amendment No. 1 to Registration Statement on Form S-4, filed on July
13, 2000 (File No. 333-36044).
18. Incorporated by reference, filed as an Exhibit to the Company's
Current Report on Form 8-K, filed on August 24, 2000.
19. Incorporated by reference, filed as an Exhibit to the quarterly report
on Form 10-Q of Data Systems Network Corporation for the quarter ended
September 30, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED: OCTOBER 26, 2000
TEKINSIGHT.COM, INC.
BY:\S\STEVEN J. ROSS
--------------------
Steven J. Ross, President
