As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-31153
================================================================================
<RSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933>/
------------------------
TEKINSIGHT.COM, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 7372 95-4228470
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation) Classification Code Number) Identification No.)
STEVEN J. ROSS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TEKINSIGHT.COM, INC.
5 HANOVER SQUARE
NEW YORK, NEW YORK 10004
(212) 271-8511
(Name, address, including zip code, and telephone number, including area code,
(of agent for service)
--------------------------
<RCopies to:
PETER W. ROTHBERG
NIXON PEABODY LLP
437 Madison Avenue
New York, New York 10022
Telephone (212) 940-3000
Facsimile (212) 940-3111>/
<RApproximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.>/
------------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------- ----------------------- ---------------------- --------------------- -----------------------
Title of Each Class of Number of Shares to Proposed Maximum Aggregate Offering Amount of
Security to be Registered be Registered Offering Price per Share Price Registration Fee
--------------------------- ----------------------- ---------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, Par value 4,129,542 (1)(2) (1) (1) $5,150(1)
$.0001 per share
--------------------------- ----------------------- ---------------------- --------------------- -----------------------
</TABLE>
[FN]
(1) This Registration Statement constitutes a post-effective amendment to
registration statement file numbers 33-50426, 33-95222 and 333-31157, declared
effective by the Securities and Exchange Commission on August 3, 1992, March 20,
1996 and July 11, 1997, respectively, and on which filing fees aggregating
$5,150 have previously been paid.
(2) Includes 3,679,542 shares of common stock of the Registrant reserved for
issuance upon exercise of various warrants and options.
</FN>
------------------------
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
<RDATED AUGUST 14, 2000
PROSPECTUS
TEKINSIGHT.COM, INC.
4,129,542 shares of Common Stock>/
This prospectus covers the sale from time to time of shares of the common
stock, par value $.0001 per share, of TekInsight.Com, Inc., a Delaware
corporation, by or for the account of selling stockholders. TekInsight will not
receive any proceeds from the sale of these shares other than proceeds from the
issuance of common stock upon the exercise of outstanding options and warrants,
which funds will be added to working capital. All other proceeds will be
realized by the selling stockholders. All costs, expenses and fees in connection
with the registration of the shares offered by selling stockholders will be
borne by TekInsight.
The shares may be offered from time to time by the selling stockholders
through ordinary brokerage transactions in the over-the-counter market, in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated prices. The selling stockholders may be deemed to be
"Underwriters" as defined in the Securities Act of 1933, as amended (the
"Securities Act"). No underwriting arrangements have been entered into by the
selling stockholders. If any broker-dealers are used by the selling
stockholders, any commissions paid to broker-dealers and, if broker-dealers
purchase any shares as principals, any profits received by such broker-dealers
on the resales of the shares may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any profits realized by the
selling stockholders may be deemed to be underwriting commissions. Brokerage
commissions, if any, attributable to the sale of the shares will be borne by the
selling stockholders. TekInsight has agreed to indemnify the selling
stockholders against certain liabilities, including liabilities under the
Securities Act.
<RTekInsight's publicly traded common stock and Class A warrants are
currently listed separately on the automated quotation system of The SmallCap
Market under the symbols "TEKS" and "TEKSW," respectively. The common stock and
Class A warrants are also separately listed on the Boston Stock Exchange under
the symbols "TKI" and "TKI&W," respectively. On August 10, 2000, the last
trading prices for the common stock and Class A warrants reported on Nasdaq were
$2.312 per share and $2.250 per Class A warrant, respectively.>/
<RYou should read this prospectus and any prospectus supplement carefully
before you decide to invest. For a discussion of certain matters which should be
considered by prospective investors, see "Risk Factors" commencing on page 6.>/
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<R
THE DATE OF THIS PROSPECTUS IS AUGUST 14, 2000.
>/
<PAGE>
<R TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY.............................................................1
RISK FACTORS...................................................................6
USE OF PROCEEDS...............................................................12
PLAN OF DISTRIBUTION..........................................................12
LEGAL MATTERS.................................................................14
EXPERTS.......................................................................14
DOCUMENTS INCORPORATED BY REFERENCE...........................................15
ABOUT THIS PROSPECTUS.........................................................16
WHERE YOU CAN FIND MORE INFORMATION...........................................16
>/
-i-
<PAGE>
<RNo dealer, salesman or other person has been authorized to give any
information or to make representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by TekInsight or the selling
stockholders. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that the
information herein is correct as of any time subsequent to its date. This
prospectus does not constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.>/
Cautionary notice regarding forward-looking statements
<RCertain of the matters discussed or incorporated by reference in this
prospectus, including documents incorporated by reference, may constitute
forward-looking statements for purposes of the Securities Act and the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Such
forward-looking statements may involve risks, uncertainties and other factors
that may cause the actual results and performance of the company to be
materially different from future results or performance expressed or implied by
such statements. Cautionary statements regarding the risks, uncertainties and
other factors associated with such forward-looking statements such as "our
quarterly financial results are subject to significant fluctuations" and "we
have a limited operating <Rhistory" are discussed under "Risk Factors" beginning
on page 6 of this prospectus>/, and prospective investors are urged to carefully
consider such factors.>/
<RAll written forward-looking statement attributable to TekInsight are
expressly qualified by the foregoing cautionary statements.>/
-ii-
<PAGE>
PROSPECTUS SUMMARY
This summary highlights some information from this prospectus. Because this
is a summary, it may not contain all of the information that may be important to
you. You should read the entire prospectus, including the Risk Factors, before
making an investment decision.
<RWe are involved (i) through our operating subsidiary, Astratek, Inc., in
the development of computer software products and the provision of computer
network related services for the management of distributed client/server
networks operating on systems such as Microsoft Windows NT and Linux, and (ii)
through our subsidiary, TekInsight Services, Inc., in the provision of
consulting, technical and related services to clients for the development of
electronic commerce businesses on the Internet, including consulting and
development services for the maintenance, design and enhancement of electronic
commerce Internet sites. Products and services provided by Astratek have
included software solutions for systems management, Year 2000 compliance,
security management and network-wide problem management and resolution.>/
<RWe have also developed, through other subsidiaries, a number of
innovative products for automated data gathering and fault diagnostics for
distributed client/server environments and the Internet, <Ras well as web design
and other services for the government market>/. Currently, we are engaged in the
research and development of products employing rich XML-based technology. With
the innovative use of compression technology, these products are expected to
deliver significant improvements in features and performance to distributed data
acquisition and analysis.>/
<RWe were incorporated in Delaware on May 12, 1989 as Universal Self Care,
Inc. and changed our name to Tadeo Holdings, Inc. on February 2, 1998. We
subsequently changed our name to TekInsight.com, Inc. on November 30, 1999.>/
<ROn October 27, 1998 we acquired Astratek, Inc. a New York corporation,
pursuant to a merger of our wholly-owned subsidiary into Astratek, with Astratek
being the surviving corporation.>/
<ROn May 25, 1999, we incorporated Tadeo-E in Delaware as a wholly-owned
subsidiary active in the electronic commerce industry.<R We subsequently changed
the name of this subsidiary to TekInsight Service, Inc.>/
<RWe incorporated BugSolver.Com, Inc. on November 19, 1999, and we
incorporated TekInsight e-Government Services, Inc. (formerly Big Tech
Acquisition Corp.) on April 19, 2000.>/
Our principal executive offices are located at 5 Hanover Square, New York,
New York 10004 and our telephone number is (212) 271-8511.
Astratek
<R Astratek began operations in 1995, developing software and related products
for Internet and intranet technology and providing consulting and professional
services for several companies. It originally was formed as the Advanced
Technology Consulting Group at Bankers>/
<PAGE>
<RTrust Corporation and split off from Bankers Trust and began operating
independently in July 1997.>/
Astratek's goal is to become a leading provider of professional services
and proprietary products related to development of software tools and related
services for client/server and distributed application technology environments.
We are continually developing innovative solutions to address critical
operational issues in distributed environments.
<RTekInsight Services
TekInsight Services was organized in May 1999 to develop business
opportunities related to electronic commerce involving the Internet. To date, it
has entered into agreements to provide consulting and development services for
the design, maintenance, enhancement and operation of Internet Web sites for two
public companies.>/
<ROn May 17, 2000 TekInsight acquired Big Technologies, Inc., an Internet
firm specializing in the development of government sites with advanced
transactional applications, by merging it into our Big Tech Acquisition Corp.
subsidiary and adopting the name Big Technologies. Since 1995, Big Technologies
has enhanced communication between governments and constituents, saving both
parties time and money by creating transactional Web applications for municipal
agencies. Big Technologies' most notable municipal sites are the City of Boston
(www.cityofboston.com) and Suffolk County Registry of Deeds
(www.suffolkdeeds.com).>/
<ROn May 18, 2000, TekInsight announced the formation of TekInsight
e-Government Services (egov.tekinsight.com), a joint marketing effort with
Data Systems intended to serve large and small municipalities and state and
government agencies. TekInsight believes that its streaming XML technology will
allow government clients to provide services online on a more cost-effective
basis. Services provided by TekInsight e-Government Services include application
development, integration and support, as well as the installation of operating
systems that allow continuous status and performance monitoring. On June 30,
2000 Big Technologies changed its name to TekInsight e-Government Services,
Inc.>/
<RBugSolver.Com, Inc., a subsidiary of TekInsight, provides technology and
services for the resolution of computer hardware and software systems failures.
On April 14, 2000, BugSolver announced the public availability of its first
service, BugSolver Developer. BugSolver Developer is capable of generating an
indepth profile of an operating failure experienced by the user's personal
computer. Using the BugSolver Developer service, the profile is sent
automatically via the Internet to the BugSolver Web site where a professional
reviews the profile, bypassing the need to communicate with the user and cutting
down greatly on the time needed to diagnose and correct a computer failure or
problem.>/
<PAGE>
<RSubsidiaries
The chart below sets forth the relationships between us and our
subsidiaries and the relationships amongst the subsidiaries themselves.>/
(Organizational chart omitted)
Proposed Merger
On February 29, 2000, we announced that we had entered into a definitive
merger agreement with Data Systems Network Corporation, a Michigan corporation,
a leading provider of enterprise services and strategic technology solutions to
fortune 1000 companies and over 16 state and local government agencies. DSNC
provides a wide range of services, including application development, network
services, enterprise management, help desk and security services. We believe
that the merger will enhance our existing Internet infrastructure and give us
critical value-added sales channels for new products which we intend to bring to
market.
<RDSNC will be merged with and into our wholly-owned subsidiary TekInsight
Services. We will accomplish the merger by issuing to shareholders of DSNC
common stock between $12.5 million and $18 million market value of our Series A
convertible preferred stock.>/
The Series A preferred stock will vote along with our common stock and will
be convertible into our common stock one year after the closing of the merger.
The market value and the number of shares of Series A preferred stock to be
issued as merger consideration will depend on the average trading price of our
common stock during the ten trading days immediately prior to the merger.
Summary Financial Information
<RThe following summary financial information as of and for the years ended
June 30, 1998 and 1999 for TekInsight and its subsidiaries on a consolidated
basis has been derived from the audited consolidated financial statements of
TekInsight. Financial information as of and for the nine months ended March
31, 2000 has been derived from the unaudited consolidated financial statements
of TekInsight. The audited and unaudited consolidated financial statements of
TekInsight have been incorporated by reference, and the following summary
financial information should be read in conjunction with those financial
statements.>/
<PAGE>
<TABLE>
<CAPTION>
Nine months ended
<R Year ended June 30, March 31,
------------------------------------------------------ ----------------- --------------- --------------- -------------
1999 1998 2000 1999
------------------------------------------------------ ----------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Revenues........................................... $ 1,514,849. $ 997,433 $ 1,528,814 $ 1,303,310
Cost of Goods Sold................................. 700,254 248,261 893,938 575,860
Gross Profit....................................... 814,595 749,172 634,876 727,450
Total Operating Expenses........................... 3,572,862 2,354,489 1,683,500 2,248,581
Loss From Operations............................... (2,758,267) (1,605,317) (1,048,623) (1,521,131)
Gain on Marketable Securities...................... 1,689,664 -- 93,439 --
Interest Income.................................... 590,092 452,016 379,080 508,006
Loss From Continuing Operations.................... (478,511) (1,153,301) (576,104) (1,013,125)
Total Income from Discontinued Operations 1,491,923 3,018,589 131,867 --
Net Income (Loss).................................. 1,013,412 1,865,288 (444,237) (1,013,125)
At June 30 At March 31
---------- -----------
1999 1998 2000
Total Current Assets............................... $8,219,530 $3,025,538 $ 7,008,235
Long Term Note Receivable.......................... 1,528,167 6,000,000 1,497,017
Investments - Marketable Securities................ 5,533,177 -- 4,435,763
Total Assets....................................... 16,487,663 9,912,512 14,346,495
Total Current Liabilities.......................... 2,854,388 2,248,844 2,633,228
Long-Term Liabilities.............................. 17,765 944,062 17,675
Redeemable Preferred Stock -- 1,219,141 --
Stockholders' Equity............................... 13,615,600 5,500,465 11,695,592
>/
</TABLE>
<PAGE>
The Offering
Securities ............................. Offered 1,707,875 shares
of common stock issuable
upon exercise of the same
number of publicly traded
Class A warrants at $3.30
until December 17, 2000.
450,000 shares of common
stock to be sold by
selling stockholders.
1,971,667 shares of
common stock issuable
upon exercise of the same
number of exercisable
options and warrants held
by a diverse group of
holders exercisable at
varying prices ranging
from $1.00 per share to
$2.25 per share (the "New
Convertible Securities").
Risk Factors See "Risk Factors" Net
Use of Proceeds proceeds from the
exercise of the Class A
warrants and the New
Convertible Securities,
will be used for working
capital and general
corporate purposes.
Although TekInsight has
reserved $1.4 million in
connection with the
results of an audit
conducted on a former
subsidiary by the
California Controller's
Office for violations of
California's medical
regulations, which
resulted in a judgment
against TekInsight in the
amount of $1.3 million.
TekInsight may have to
pay more than the amount
reserved, and, to the
extent that the proceeds
from the exercise of any
options and warrants are
sufficient, it is
possible TekInsight may
be obliged to use up to
$1.3 million, plus
accrued interest thereon,
of such proceeds to pay
the judgment to settle
such claims. On March
29th, 2000, the last
sales price on Nasdaq for
a share of common stock
was $4.0625.
Nasdaq Symbol....................... Common Stock: TEKS
Public Warrants: TEKSW
Boston Stock Exchange Symbol........ Common Stock: TKI
Public Warrants: TKI&W
<PAGE>
RISK FACTORS
An investment in TekInsight involves material risks. Please carefully
consider all of the risks described in this section and elsewhere in this
prospectus. Additional risks that we are not presently aware of or that we
currently consider immaterial may also adversely affect our business.
<RWe have lost money on our operations since inception, and we expect to
lose more money during the next several years.>/
<RAs of March 31, 2000, we had an accumulated deficit of $8,579,063
million. We may continue to incur net losses and negative cash flow during the
next several years whether or not we consummate the merger. Our ability to
generate profits and positive cash flow will depend in large part on our
obtaining enough customers for our services and products to offset the costs of
marketing and staffing our professional services business and developing the
software products that we sell. To the extent that we cannot achieve operating
profitability or positive cash flows from operating activities, our business
will be adversely affected.>/
We may not achieve the cost savings and sales increases that we expect
to result from the integration of TekInsight and DSNC.
DSNC provides sales and marketing channels and experience that we do
not have. The merger will not be successful unless DSNC can increase sales of
our existing products. DSNC's success and timing in realizing increased sales
depends on the quality and speed of the integration of TekInsight and DSNC. DSNC
may not realize the cost savings and sales increases that it anticipates
following completion of the merger as fully or as quickly as it expects:
TekInsight will face technical, operational and strategic challenges as
a result of the merger that may prevent it from successfully integrating with
DSNC.
The integration of DSNC will be a complex, time consuming and expensive
process and may disrupt our business. Following the merger, Tadeo-E (which we
intend to call TekInsight Services, Inc.) and DSNC must operate as a combined
organization using common information and communication systems, operating
procedures, financial controls and human resources practices. TekInsight may
encounter substantial difficulties, costs and delays involved in integrating the
operations of DSNC including:
o potential incompatibility of business cultures;
o perceived adverse changes in business focus;
o difficulties in integrating products and services;
o the loss of key employees or clients; and
o diversion of the attention of management from other ongoing business
concerns.
The integration of operations and technologies following the merger may
distract management of both companies from day-to-day business, the development
or acquisition of new products, services and technologies, and the pursuit of
other business acquisition
<PAGE>
opportunities. Successful integration of the two companies' sales and
marketing organizations will require TekInsight's sales and marketing personnel
to learn about the products, services and technologies of DSNC.
Failure to obtain additional funding would limit our ability to expand our
business.
Following consummation of the merger, we expect to make significant capital
expenditures in the next few years in an effort to expand the number of
proprietary products and professional and electronic commerce services that we
develop for public sale and increase the staffs of research and development and
sales and marketing personnel to further develop and increase sales of such
products and services. We also expect to make expenditures in connection with
the acquisition of businesses that either augment our existing or extend us into
new product lines. We will need significant additional capital to complete this
product and service expansion and for any additional acquisitions. We cannot
assure you that we can raise sufficient capital to follow through with our
plans. To the extent we cannot, our growth and prospects will be limited.
If we are not able to manage our growth and changing operations, our
business will be adversely affected.
<RWe intend to expand our operations in the foreseeable future to pursue
market opportunities. Our ability to grow depends in part, upon our:
o successfully implementing our strategy;
o valuating markets;
o securing financing; and
o hiring and retaining qualified personnel.>/
In addition, as we increase our service and product offerings and expand
our sales and marketing expenses, we will have additional demands on our
customer support, sales and marketing, administrative and research and
development resources. In order to manage growth and change effectively, we must
implement and improve our operational systems, procedures and controls on a
timely basis. If we cannot effectively manage our growth and implement and
improve these systems, our business and results of operations will be adversely
affected.
Acquisitions and joint ventures could strain our business and resources.
<RIf we acquire additional companies or businesses,enter into joint ventures
or invest in companies with technologies, products or services we find
attractive, we may be subject to:
o loss of all or part of our investment if the business we invest in
fails;
o miscalculation of the value of the acquired company or joint venture;
o diversion of resources and management time;
o difficulties in integration of the aacquired business or joint venture
with our operations;
o relationship issues as a result of changes in management;
o additional liabilities or obligations as a result of the acquisition
or joint venture; and
o additional financial burdens or dilution incurred with the
transaction.>/
Our quarterly financial results are subject to significant
fluctuations.
Our quarterly revenues, expenses and operating results may fluctuate
significantly due to a number of factors, including:
o change in demand for our products;
o size and timing of significant orders and when they are filled;
o our ability to develop and upgrade our technology;
o changes in our level of operating expenses and unexpected expenses;
o our ability to compete in a highly competitive market; and
o undetected software errors and other product quality problems.
Our revenues for a quarter are based entirely on product orders and
services contracts received during that quarter. Our expenses tend to be fixed.
Consequently, because we have insignificant backlog, and cannot quickly adjust
expenses, we may experience liquidity problems from time to time.
We depend on limited sources for our revenues.
We have derived substantially all of our revenues since 1998 from limited
sources including large financial institutions, certain independent software
vendors, or ISVs, and customers entering into electronic commerce. To compete in
this market, we believe that we must devote substantial resources to expanding
our marketing and advertising, to continuing product development, and to
diversifying. Our operating revenues have increased over the last two years but
our operations have not produced net income to date. Net income has resulted
solely from the sale of securities and the nonrecurring sale of our former
operating business. Therefore, unless we increase sales, it is unlikely that we
can achieve net income in the future.
Our products and services are subject to rapid technological change.
<RThe market for our products and services is characterized by rapid
technological change, frequent new product introductions and short product life
cycles. Our products and services could be quickly rendered obsolete if new
products are introduced or new industry standards emerge and we fail to adapt
quickly.>/
<RTo be successful, we must enhance existing products, develop and introduce
new products, satisfy customer requirements for our products and services and
achieve market acceptance. Other factors which could affect our ability to
obtain these objectives are:
o Our software vendors, particularly Microsoft and Novell,could
enhance their products to include functionality currently provided
in our products.
o The market for the professional and electronic commerce services
provided by our subsidiaries is fragmented and characterized by few
barriers to entry. Competitors include ISVs such as IBM and
Microsoft (who are also clients of ours) and consulting firms such
as Andersen Consulting. Many of these companies have much greater
resources than we do.
o New products and product enhancements can require long development
and testing periods and depend significantly on our ability to
retain increasingly scarce technically competent personnel. Our
ability to provide highly technical professional services related to
the Internet and LAN management are similarly constrained.>/
We cannot be certain that we will successfully identify new product
opportunities and develop and bring new products to market in a timely and
cost-effective manner.
Loss of key personnel would adversely affect us.
Our success depends largely on the efforts of our executive officers and,
most particularly, Alexander Kalpaxis, President of Astratek, a director of
Tadeo-E and Chairman of the Board of TekInsight. We have an employment contract
requiring Mr. Kalpaxis to continue his employment through October 2001. We do
not maintain key man life insurance policies on any of our executive officers.
The loss of the services of one or more of our key individuals or the failure to
attract and retain additional qualified personnel could adversely affect our
business.
There is no assurance our intellectual property rights can be protected.
We rely on a combination of trademark, trade secret, patent, and copyright
law and contractual restrictions to protect our technology. These legal
protections provide only limited protection. We may not be able to detect
unauthorized use or take appropriate steps to enforce our intellectual property
rights. Litigation is expensive regardless of the outcome, diverts management
resources and may not be adequate to protect our business in any event. We also
could be subject to claims alleging infringement by third-parties intellectual
property rights. In addition, we may be required to indemnify our distribution
partners and end-users for similar claims made against them. Any claims against
us could require us to spend significant time and money in litigation, pay
damages, develop non-infringing intellectual property or acquire licenses to
intellectual property that is the subject of the infringement claims.
<RManagement has discretion in allocating the proceeds received by the
exercise of the Class A Warrants and New Convertible Securities.>/
<RWe reserve the right to reallocate all of the proceeds to different uses
including ways which differ from the specific proposed uses described in this
prospectus if, in management's view, the needs of the business so require. In
addition, a large portion of the proceeds is allocated to discretionary
purposes. Investors may not agree with any such allocation or reallocation.>/
Undetected software errors may damage our business reputation.
Our software products are complex and may contain certain undetected bugs
or errors, particularly when first introduced or when new versions or
enhancements are released. Despite testing, we cannot be certain that bugs or
errors will be discovered in our products before we commence commercial
shipping. Undetected bugs or errors could result in adverse publicity, loss of
customer confidence, delay in market acceptance or claims against us, any of
which could adversely affect our business.
We face risk of product liability claims.
<ROur agreements with customers typically contain provisions intended to
limit liability claims. These limitations may not preclude all potential claims,
however. Liability claims could require us to spend significant time and money
in litigation or pay significant damages. As a result, these claims, whether or
not successful, could adversely impact our business and damage our reputation.
We carry liability insurance in an amount we believe sufficient.>/
Our stock price is volatile which presents an additional litigation risk.
The market price of our common stock is sometimes volatile. Trading volume
is sometimes low. In the past, companies that have experienced volatility in the
market price of their stock have been the object of securities class action
litigation in the event of a drop in market price. If we were the object of
litigation, it could result in substantial costs and diversion of management's
attention and resources.
Security breaches could expose us to a risk of loss, litigation and
possibly liability.
Although we are not aware of any attempts by hackers to penetrate our
network security, there can be no assurance that security breaches will not
occur in the future. A person able to penetrate our network security could
misappropriate our proprietary information or that of our clients, or cause
interruptions in our operations, which may adversely effect our business. We may
be required to spend significant amounts of money to protect against the threat
of breaches or to alleviate problems caused by security breaches, which could be
expensive. Concerns over the security of Internet transactions and the privacy
of users may also inhibit the growth of the Internet, particularly as a means of
conducting commercial transactions.
Our electronic commerce services business would be adversely affected if
Internet service were interrupted due to hardware, software, telecommunications
or other breakdowns.
Our operations may be interrupted if the computer or software owned by us,
our clients or by service providers upon whom we depend (including Internet
Service Providers) are damaged or prevented from operating. To the extent that
we experience temporary or permanent business interruptions, whether due to a
casualty or an operating malfunction, our business is adversely affected. If
interruptions happen often enough, loss of customer confidence may adversely
affect our business; and if such interruptions result from general Internet
service deprivations, the loss of generalized confidence in Internet operability
may adversely affect our business that is specifically targeted at electronic
commerce.
We may be liable for online content provided by third parties.
The law of the Internet is uncertain and is changing. We may face potential
liability for defamation, negligence, copyright, patent or trademark
infringement and other claims based on the nature and content of the materials
that appear on web sites that we host through our subsidiaries. Claims of this
type have been successfully prosecuted from time to time. Liability could be
material.
Government regulation of Internet communications may influence our
business.
We currently are not subject to direct regulation by any governmental
agency, other than regulations applicable to business generally. However, in the
future we could become subject to specific industry regulation by regulatory
agencies. Changes in the regulatory environment could have a material adverse
impact on our business and financial condition.
If our stock becomes subject to the SEC's "penny stock" rules it could
become more difficult to buy and sell our stock which may adversely impact our
trading market.
Continued quotation of our common stock in The Nasdaq SmallCap Market is
conditioned upon continuing to meet Nasdaq eligibility requirements. In
addition, if the trading price of TekInsight common stock common stock drops
below $5.00 per share, sales of common stock would be subject to Rule 15g-9
under the Securities Exchange Act of 1934, applicable to "low price stocks,"
which imposes additional sales practice requirements on broker-dealers making
sales of low-priced stock to the public. For transactions covered by this rule,
a broker-dealer must make a special suitability determination respecting each
purchaser and have received each purchaser's written consent to the transaction
prior to sale. If the TekInsight fails to meet the Nasdaq's eligibility
requirements or the trading price of our common stock drops below $5.00 per
share, the ability of holders to sell their common stock in the secondary market
could be adversely affected.
A sale of a significant number of our shares may adversely impact us.
Sales of substantial amounts of common stock (including shares issued upon
the exercise of warrants or stock options and the common stock to be issued upon
conversion of the shares of Series A preferred stock to be issued in the
merger), or the possibility that such sales could occur, could adversely affect
the market price of the common stock and could also impair our ability to raise
capital through an offering of our equity securities in the future. Assuming
exercise of all outstanding convertible securities, we would have 19,593,071
shares of common stock outstanding, of which 11,651,829 shares will be
transferable without restriction under the Securities Act. Upon conversion to
common stock of all of the shares of Series A preferred stock proposed to be
issued in the merger, there will be approximately an additional 2.5 to 3.3
million shares of common stock issued and outstanding, depending on the market
price of TekInsight common stock at the closing date. The remaining 7,941,242
shares of common stock to be outstanding on completion of this Offering are
"restricted securities" under Rule 144 which may be publicly sold only if
registered under the Securities Act or if sold pursuant to an applicable
exemption. In general, under Rule 144, assuming satisfaction of other
conditions, a person, including an affiliate of TekInsight, who has beneficially
owned restricted securities for at least one year, is entitled to sell within
any three-month period, up to the greater of 1% of the total number of
outstanding shares of the same class or, since our common stock is quoted on The
Nasdaq SmallCap Market the average weekly trading volume during the four
calendar weeks preceding the sale. A person who has not been an affiliate of
TekInsight for three months and who has beneficially owned the restricted
securities for at least two years, is entitled to sell such restricted shares
under Rule 144 without regard to any of the limitations described above.
USE OF PROCEEDS
<RIf all of the Class A warrants and New Convertible Securities being
registered hereunder are exercised, TekInsight will receive net proceeds of
approximately $9,000,000, after deduction of the expenses of this offering.
TekInsight intends to utilize the net proceeds of the offering for working
capital and general corporate purposes. Although TekInsight has reserved $1.4
million in connection with the results of an audit conducted on a former
subsidiary by the California Controller's Office for violations of California's
medical regulations, which resulted in a judgment against TekInsight in the
amount of $1.3 million, TekInsight may have to pay more than the amount
reserved. To the extent that the proceeds from the exercise of any options and
warrants are insufficient, it is possible TekInsight may be obliged to use up to
$1.3 million, plus accrued interest thereon, of such proceeds to pay the
judgment to settle such claims.>/
If no warrants and options are exercised, TekInsight will receive no
proceeds from this offering. TekInsight will not receive any proceeds from the
resale by the holders of any of the Class A warrants or the New Convertible
Securities. It is not possible to predict how many of the warrants and options
will be exercised and the magnitude of the proceeds, if any, realizable
therefrom, as they have widely varying exercise prices and some have exercise
prices which are above the current market price of TekInsight's common stock.
PLAN OF DISTRIBUTION
The common stock offered hereby may be sold from time to time in the
over-the-counter market, through underwriters, dealers, brokers or other agents.
TekInsight will receive approximately $9,000,000 if the various warrants and
options, the underlying common stock of which is being registered hereunder, are
exercised in their entirety; however, TekInsight will receive no proceeds from
the sale of the 450,000 shares of outstanding common stock included in this
prospectus.
The common stock offered may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. The selling
stockholder will determine the selling price at the time of the transaction or
by an agreement with its underwriters, dealers, brokers or other agents.
The selling stockholders and, under certain circumstances, any
broker-dealers that act as principals in connection with the sale of the shares
as principals may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commissions received by them and any profit
on the resale of the shares of common stock while acting as principals might be
deemed to be underwriting discounts and commissions under the Securities Act.
The selling stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares of
common stock against certain liabilities, including liabilities arising under
the Securities Act.
At the time a particular offer of shares is made by or on behalf of the
selling stockholders, to the extent required, we have been advised that the
selling stockholders will comply with the prospectus delivery requirements under
the Securities Act.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
selling stockholders for whom TekInsight is registering shares of common stock
for resale to the public. TekInsight will not receive any of the proceeds from
the sale of the shares by the selling stockholders. Beneficial ownership of the
shares by such selling stockholders after this offering will depend on the
number of shares sold by each selling stockholder. Assuming all of the shares of
common stock being offered hereby are sold, the selling stockholders will not
beneficially own any common stock in TekInsight, except as identified below.
<RDamon Testaverde has been a director of TekInsight for the last three
years. Brian Bookmeier has been a Director of TekInsight for the last three
years, and, until his resignation on February 16, 2000, had been the President
and Chief Executive Officer of TekInsight for the prior three years.>/
<TABLE>
<CAPTION>
----------------------------------------------- ---------------------- ----------------------- -------------------------------
SHARES OF COMMON
SHARES OF COMMON STOCK REGISTERED FOR
STOCK BENEFICIALLY OFFERING WITH THIS PERCENTAGE OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) PROSPECTUS COMMON STOCK OWNED
----------------------------------------------- ---------------------- ----------------------- -------------------------------
----------------------------------------------- ---------------------- ----------------------- --------------- ---------------
BEFORE
OFFERING AFTER OFFERING
----------------------------------------------- ---------------------- ----------------------- --------------- ---------------
<S> <C> <C> <C> <C>
Estate of Fred Kassner 2,809,455 550,040(2) 17.6% 3.4%
430 East 86th Street
New York, New York 10028
Susan Kaufman and Peter Fishbein 50,000 50,000(3) * -0-
430 East 86th Street
New York, New York 10028
Edward Buchholz 566,667 566,667(4) 3.5% -0-
9122 Chatsworth Cascade
Boca Raton, FL 33434
Brian Bookmeier 327,867 125,000(5) 2.0% *
19327 Augusta Drive
Livonia, MI 48152
Alan Korby 209,172 125,000(6) 1.3% *
42705 Wintergreen Circle
Novi, MI 48374
Matthew Gietzen 209,167 125,000(7) 1.3% *
23304 Mystic Forest
Novi, MI 48375
Robert M. Rubin 100,000 100,000(8) * -0-
25 Highland Blvd.
Dix Hills, NV 11746
----------------------------------------------- ---------------------- ----------------------- --------------- ---------------
Damon Testaverde
580 Oakdale Street
3.0%
-0-
Tod Robinson 30,000 30,000(11) * -0-
5694 Weatherstone Court
San Diego, CA 92130
Richard Hough 100,000 100,000(12) * -0-
5106 Hunting Hills Drive
Roanoke, VA 24014
----------------------------------------------- ---------------------- ----------------------- --------------- ---------------
* Less than 1%
(1) Includes any shares as to which the individual has sole or shared voting
or investment power and also any shares which the individual has the right
to acquire as of the date of this prospectus through the exercise of any
stock option, warrant or other right, including those granted under
TekInsight's 1992 Employee Stock Option Plan and 1997 Stock Option Plan
for Non-Employee Directors.
(2) Includes 100,040 shares of common stock issuable upon exercise of warrants
and 450,000 restricted shares which Mr. Kassner received upon exercise of
warrants.
(3) Represents shares of common stock issuable upon exercise of warrants.
(4) Represents shares of common stock issuable upon exercise of options.
(5) Represents shares of common stock issuable upon exercise of options.
(6) Represents shares of common stock issuable upon exercise of options.
(7) Represents shares of common stock issuable upon exercise of options.
(8) Represents shares of common stock issuable upon exercise of warrants.
(9) Represents shares of common stock issuable upon exercise of warrants.
(10) Represents shares of common stock issuable upon exercise of warrants.
(11) Represents shares of common stock issuable upon exercise of options.
(12) Represents shares of common stock issuable upon exercise of options.
</TABLE>
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon for
TekInsight by Nixon Peabody LLP, 437 Madison Avenue, New York, New York 10022.
EXPERTS
The financial statements of TekInsight have been incorporated by reference
in this prospectus from TekInsight's 1999 Annual Report on Form 10-K and have
been audited by Feldman Sherb Horowitz & Co., P.C., independent auditors, as
stated in their report.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
<RThe Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file later with the Securities and Exchange Commission
will automatically update and supercede this information. We are incorporating
by reference in this prospectus the following documents:
1. Our annual report on Form 10-K for the fiscal year ended June 30,
1999.
2. Our quarterly reports on Form 10-Q for the quarters ended
o September 30, 1999
o December 31, 1999
o March 31, 2000
3. Our current reports on Form 8-K dated
o July 30, 1999
o December 6, 1999
o January 26, 2000
o February 29, 2000
o May 19, 2000
4. Our definitive proxy material filed on November 17, 1999 on Schedule
14A in connection with our special meeting of stockholders which took
place on November 30, 1999.>/
5. The description of our common stock, par value $.0001 per share,
contained in the prospectus dated December 10, 1992, forming a part of
our registration statement on Form S-1 (Registration No. 33-50426)
filed with the Securities and Exchange Commission pursuant to Rule
424(b) on December 14, 1992.
We are also incorporating by reference in this prospectus all reports and
other documents that we file after the date of this prospectus pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of the offering of securities under this prospectus. These reports and documents
will be incorporated by reference in and considered to be a part of this
prospectus as of the date of filing of such reports and documents.
Any statement contained in this prospectus or in a document which is
incorporated by reference herein will be modified or superseded for purposes of
this prospectus to the extent that a statement in any document that we file
after the date of this prospectus that also is incorporated by reference herein
modifies or supersedes such prior statement. Any such statement so modified or
superseded will not, except as so modified or superseded, constitute a part of
this prospectus.
This prospectus incorporates by reference documents which are not presented
in this prospectus or delivered to you with it. You may request, and we will
send to you, without charge, copies of these documents, other than exhibits to
these documents, which we will send to you for a reasonable fee. Requests should
be directed to Katrina Kostes, Communications Director, 5 Hanover Square, 24th
Floor, New York, New York 10004; telephone number (212) 271-8550.
ABOUT THIS PROSPECTUS
This prospectus does not contain all of the information included in the
registration statement. We have omitted parts of the registration statement as
permitted by the rules and regulations of the Securities and Exchange
Commission. For further information, we refer you to the registration statement
on Form S-3, including its exhibits. If the Securities and Exchange Commission
rules and regulations require that any agreement or document be filed as an
exhibit to the registration statement, you should refer to that agreement or
document for a complete description of these matters. The registration statement
on form S-3 filed by TekInsight is available for inspection and copying at the
Securities and Exchange Commission as described below.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
materials that we have filed with the Securities and Exchange Commission,
including the registration statement, at the Securities Exchange Commission's
public reference room at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, DC 20549. You can also obtain copies of filed documents, at
prescribed rates, by mail from the Public Reference Section of the Securities
and Exchange Commission at its Judiciary Plaza location, listed above, or by
telephone at 1-800-SEC-0330 or electronically through the Commission's Web Site
at http://www.sec.gov.
Our common stock is listed on The Nasdaq SMALLCAP Market under the symbol
"TEKS," and our Securities and Exchange Commission filings can also be read and
obtained at the following Nasdaq address:
The Nasdaq Stock Market
Reports Section
1735 K Street, N.W.
Washington, D.C. 20006
We furnish our stockholders with annual reports containing our audited
financial statements and with proxy material for our annual meetings complying
with the proxy requirements of the Exchange Act.
<PAGE>
<R
------------------------
TEKINSIGHT.COM, INC.
4,129,542 Shares of Common Stock
---------------------
PROSPECTUS
---------------------
AUGUST 14, 2000
>/
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
The following table sets forth the various expenses (other than selling
commissions) which will be paid by TekInsight.Com, Inc. (the "Registrant") in
connection with the issuance and distribution of the securities being
registered. With the exception of the NASD filing fee, all amounts shown are
estimates.
NASDAQ fee 10,000
Boston Stock Exchange Fee............................................ 10,000
Blue sky fees and expenses (including legal and filing fees)......... 15,000*
Printing and engraving expenses...................................... 10,000*
Legal fees and expenses.............................................. 30,000*
Accounting fees and expenses......................................... 5,000*
Transfer Agent fees and expenses..................................... 3,000*
Miscellaneous expenses............................................... 2,000*
Total $75,000*
* Estimated
Item 15. Indemnification Of Directors And Officers.
Article Seventh of the Certificate of Incorporation of the Registrant
eliminates the personal liability of directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, however, that such elimination of the personal liability of a director
of the Registrant does not apply to (i) any breach of the director's duty of
loyalty to the Registrant or its stockholders, including, but not limited to,
any appropriation, in violation of his duties, of any business opportunity of
the Registrant, (ii) acts or omissions which involve intentional misconduct or a
knowing violation of law, (iii) actions prohibited under Section 174 of the
Delaware General Corporation Law (i.e., liabilities imposed upon directors who
vote for or assent to the unlawful payment of dividends, unlawful repurchases or
redemption of stock, unlawful distribution of assets of the Registrant to the
stockholders without the prior payment or discharge of the Registrant's debts or
obligations, or unlawful making or guaranteeing of loans to directors), or (iv)
any transaction from which the director derived an improper personal benefit. In
addition, Article Ninth of the Registrant's Certificate of Incorporation, as
amended, provides that the Registrant shall indemnify its corporate personnel,
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, as amended from time to time.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 145 further provides that a corporation may indemnify a person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of any undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
The indemnification and advancement of expenses provided by, or granted
pursuant to, Section 145 of the Delaware General Corporation Law shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
Each executive officer and director of TekInsight has signed an indemnity
agreement providing indemnification of such officer or director by TekInsight to
the fullest extent allowed under the Delaware General Corporation Law. The
indemnification agreement provides for payment by TekInsight of all expenses,
judgments and other amounts required to be paid by an officer or director in
connection with a proceeding or suit to which he is a party or witness or is
otherwise involved by reason of the fact that he acted as an officer, employee,
director and/or agent of TekInsight. TekInsight is not obligated to pay any
expenses with respect to any proceeding arising out of acts or omissions for
which such officer or director is prohibited by applicable law from receiving
indemnification or where the attorney representing the officer or director
seeking indemnification has concluded that such officer or director is not
entitled to indemnification of any amounts.
The Selling Stockholder Agreements that Selling Stockholders are being
asked to sign contain, among other things, provisions whereby the Selling
Stockholders agree to indemnify the Registrant, each officer and director of the
Registrant who has signed the Registration Statement and each person who
controls the Registrant within the meaning of Section 15 of the Securities Act,
against any losses, liabilities, claims or damages arising out of alleged untrue
statements or alleged omissions of material facts with respect to information
furnished to the Registrant by Selling Stockholders for use in the Registration
Statement or Prospectus. See "Undertakings."
<RITEM 16. Exhibits And Financial Statement Schedules.
A. Exhibits.
NUMBER DESCRIPTION OF EXHIBIT
2.1 Amendment to the Agreement and Plan of Merger dated as of April
4, 2000 between TekInsight.com, Data Systems Network Corporation
and Astratek.com, Inc. (Filed as an exhibit to the Registrant's
Registration Statement on Form S-4 filed on July 13, 2000, SEC
File No. 333-36064).
2.2 Second Amendment to the Agreement and Plan of Merger dated as
of June 28, 2000 between TekInsight.com,TekInsight Services, Inc.
and Data Systems Network Corporation (Filed as an exhibit to the
Registrant's Registration Statement on Form S-4 filed on July 13,
2000, SEC File No. 333-36064).
2.3 Voting Agreement between Shareholders of Data Systems Network
Corporation, TekInsight.com, and TekInsight Services, Inc. dated
as of February 18, 2000 (Filed as an exhibit to the Registrant's
Registration Statement on Form S-4 filed on July 13, 2000, SEC
File No. 333-36064).
B. Financial Statement Schedules
None Required.
Item 17. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(1) To include any additional or changed material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 of Rule 14c-3 under the Securities Exchange Act 1934;
and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
4. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
5. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
<R
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has fully caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, New York, on the 11th day of
AUGUST, 2000.
TEKINSIGHT.COM, INC.
BY: /s/ Arion Kalpaxis
------------------
Arion Kalpaxis,
Chief Operating Officer
>/
<PAGE>
N90862.7
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
<RSIGNATURE TITLE DATE
* President and Chief Executive Officer August 11, 2000
-----------------------------------
Steven J. Ross
Chief Technology Officer and Chairman August 11, 2000
* of the Board
Alexander Kalpaxis
Chief Operating Officer, Acting Chief August 11, 2000
/s/ Arion Kalpaxis Financial Officer and Acting
-----------------------------------
Arion Kalpaxis Principal Accounting Officer
* Director August 11, 2000
-----------------------------------
Brian D. Bookmeier
* Director August 11, 2000
-----------------------------------
Damon Testaverde
* Director August 11, 2000
-----------------------------------
James Linesch
>/
</TABLE>
<R*By: /s/ Arion Kalpaxis
-----------------------------------
Arion Kalpaxis, as Attorney-In-Fact>/
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<R We consent to the use in this to Post-Effective Amendment
No. 2 to Form S-3 Registration Statement (the "Registration Statement") of our
report dated September 15, 1999 relating to the consolidated balance sheets of
TekInsight.Com, Inc.(formerly Tadeo Holdings, Inc. and Subsidiaries) as of June
30, 1999 and 1998 and the related statements of operations, changes in
stockholders' equity and cash flows for the years ended June 30, 1999, 1998 and
1997. We also consent to the reference to us under the caption "Experts" in the
accompanying Prospectus.>/
<R
/s/ FELDMAN SHERB & CO., P.C.
Certified Public Accountants
August 11, 2000
New York, New York
>/
<PAGE>
