Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DATA SYSTEMS NETWORK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2649874
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
34705 West Twelve Mile Road, Suite 300
Farmington Hills, Michigan 48331
(Address of principal executive offices, including zip code)
DATA SYSTEMS NETWORK CORPORATION
1994 STOCK OPTION PLAN
(Full title of the Plan)
Michael W. Grieves
34705 West Twelve Mile Road, Suite 300
Farmington Hills, Michigan 48331
(810) 489-7117
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
Mark A. Metz
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6800
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Price Per Share* Offering Price Fee
Common Stock 200,000 shares** $3.6875 $737,500 $254.31
* The price shown is the average of the high and low sale prices of
the Common Stock on the Nasdaq Stock Market on June 5, 1996, in
accordance with Rule 457(h).
** The number of shares may be adjusted to prevent dilution from stock
splits, stock dividends and similar transactions. This Registration
Statement shall cover any such additional shares in accordance with
Rule 416(a).
<PAGE>
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Data Systems Network Corporation
(the "Company") with the Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
(c) Description of the Company's Common Stock contained in the
Prospectus forming a part of the Company's Registration
Statement on Form S-1 (No. 33-81350) (incorporated by
reference into the Company's Registration Statement on Form
8-A filed under the Securities Exchange Act of 1934 on
October 25, 1994).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities being offered have been sold
or which deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference and to be a part hereof from the date of filing
of each such document.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12
of the Securities Exchange Act of 1934.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 561 through 571 of the Michigan Business Corporation Act
set forth the conditions and limitations governing the indemnification of
officers, directors and other persons.
The Company's Articles of Incorporation and Bylaws require the
Company to indemnify its directors and officers to the fullest extent
permitted by law, and permit the Company to indemnify employees and agents,
for expenses, judgments, penalties, fines and amounts paid in settlement in
connection with any pending, threatened or completed action, suit or
proceeding (other than by or in the right of the Company), to which any such
person was made a party by reason of the fact that he or she was acting in
such capacity for the Company or was serving as such for another corporation
or enterprise at the Company's request, if such persons acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the Company or its shareholders or, in respect to a criminal
proceeding, had no reasonable cause to believe such conduct was unlawful.
In actions by or in the right of the Company, indemnification is limited to
expenses and amounts paid in settlement. Reference is made to Article V of
the Company's Articles of Incorporation, a copy of which is filed as Exhibit
3.1 to the Company's Registration Statement on Form S-1 (No. 33-81350), and
to Article 11 of the Company's Bylaws, a copy of which is filed as Exhibit
3.2 to the Company's Registration Statement on Form S-1 (No. 33-81350),
which provide for indemnification of directors and officers of the Company.
Article 11 of the Bylaws also authorizes the Company to purchase and
maintain insurance on behalf of any officer, director, employee or agent of
the Company against any liability asserted against or incurred by them in
such capacity or arising out of their status as such whether or not the
Company would have the power to indemnify such officer, director, employee
or agent against such liability under the provisions of such Article or
Michigan law. The Company currently has an insurance policy covering
directors and officers acting in their capacity as such.
<PAGE>
The Michigan Business Corporation Act permits Michigan corporations
to limit the personal liability of directors for a breach of their fiduciary
duty. The Company's Articles of Incorporation limit liability to the
maximum extent permitted by law. The Company's Articles of Incorporation
provide that a director of the Company shall not be personally liable to the
Company or its shareholders for monetary damages for breach of the
director's fiduciary duty. However, they do not eliminate or limit the
liability of a director for any of the following: (i) a breach of the
director's duty of loyalty to the Company or its shareholders; (ii) acts or
omissions not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) declaring an unlawful dividend or
distribution to shareholders; (iv) a transaction from which the director
derives an improper personal benefit; and (v) an act or omission occurring
prior to the effective date of the pertinent article. As a result of the
inclusion of such a provision, shareholders of the Company may be unable to
recover monetary damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation of their
fiduciary duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
5 Opinion of Dykema Gossett PLLC with respect to the legality
of the Common Stock to be registered hereunder
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24.1 Power of Attorney of Walter J. Aspatore
24.2 Power of Attorney of Richard R. Burkhart
24.3 Power of Attorney of Jerry A. Dusa
99 Data Systems Network Corporation 1994 Stock Option Plan
(incorporated by reference to the Company's Registration
Statement on Form S-1, No. 33-81350, as amended)
<PAGE>
Item 9. UNDERTAKINGS
(1) Except to the extent that the information is contained in
periodic reports filed by the Company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and incorporated by reference into this
registration statement, the undersigned registrant hereby undertakes to
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933 and
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
(2) 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 to include any 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 herein, 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 which remain unsold at the termination of the offering.
(3) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Farmington Hills, State of
Michigan on May 24, 1996.
DATA SYSTEMS NETWORK CORPORATION
By: /s/ Michael W. Grieves
----------------------
Michael W. Grieves
Its: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities on May 24, 1996.
Signature Title
/s/ Michael W. Grieves Chairman of the Board, Chief
------------------------ Executive Officer and Director
Michael W. Grieves
/s/ Julie A. Vitale-Johnston Controller (principal financial and
------------------------ accounting officer)
Julie A. Vitale-Johnston
* Director
________________________
Walter J. Aspatore
* Director and Treasurer
--------------------------
Richard R. Burkhart
* Director
--------------------------
Jerry A. Dusa
*By: /s/ Michael W. Grieves
-----------------------
Michael W. Grieves
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Number Description
5 Opinion of Dykema Gossett PLLC with respect
to the legality of the Common Stock to be
registered hereunder
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24.1 Power of Attorney of Walter J. Aspatore
24.2 Power of Attorney of Richard R. Burkhart
24.3 Power of Attorney of Jerry A. Dusa
EXHIBIT 5
June 7, 1996
Data Systems Network Corporation
34705 West Twelve MIle Road
Suite 300
Farmington Hills, Michigan 48331
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Data Systems Network Corporation, a
Michigan corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, registering for issuance in the manner
described in the Registration Statement up to 200,000 shares of the
Company's Common Stock (the "Common Stock") pursuant to the Company's 1994
Stock Option Plan.
We have examined and relied upon the originals, or copies certified
or otherwise identified to our satisfaction, of such corporate records,
documents, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed
below.
Based upon the foregoing, it is our opinion that (1) the Company has
been duly incorporated and is in good standing under the laws of the State
of Michigan and (2) the Common Stock, when issued in the manner described in
the Registration Statement, will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ Dennis M. Pousak
Dennis M. Pousak
EXHIBIT 23.1
The Board of Directors
Data Systems Network Corporation:
We consent to incorporation by reference in this registration statement on
Form S-8 of Data Systems Network Corporation of our report dated March 20,
1996, relating to the balance sheet of Data Systems Network Corporation as
of December 31, 1995 and the related statements of operations, stockholders'
equity, and cash flows for the year then ended, which report appears in th
December 31, 1995 annual report on Form 10-K of Data Systems Network
Corporation.
KPMG Peat Marwick LLP
/S/ KPMG Peat Marwick LLP
Detroit, Michigan
June 3, 1996
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Data Systems Network Corporation on Form S-8 of our report dated May 10,
1995 (relating to the financial statements of Data Systems Network
Corporation as of December 31, 1994 and the two years in the period ending
Decmeber 31, 1994) appearing in and incorporated by reference in the Annual
Report on Form 10-K of Data Systems Network Corporation for the year ended
December, 31, 1995.
Deloitte & Touche LLP
Detroit, Michigan
/S/ Deloitte & Touche LLP
May 30, 1996
EXHIBIT 24.1
DATA SYSTEMS NETWORK CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints Michael W. Grieves and Mark A. Metz, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution,
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a certain Registration Statement on Form S-8 to be filed
by Data Systems Network Corporation and any and all amendments thereto, and
to file the same with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: May 20, 1996 /s/ Walter J. Aspatore
-----------------------
Walter J. Aspatore, Director
EXHIBIT 24.2
DATA SYSTEMS NETWORK CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints Michael W. Grieves and Mark A. Metz, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution,
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a certain Registration Statement on Form S-8 to be filed
by Data Systems Network Corporation and any and all amendments thereto, and
to file the same with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: May 24, 1996 /s/ Richard R. Burkhart
----------------------------
Richard R. Burkhart, Director
and Treasurer
EXHIBIT 24.3
DATA SYSTEMS NETWORK CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints Michael W. Grieves and Mark A. Metz, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution,
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign a certain Registration Statement on Form S-8 to be filed
by Data Systems Network Corporation and any and all amendments thereto, and
to file the same with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: May 24, 1996 /s/ Jerry A. Dusa
-------------------------
Jerry A. Dusa, Director
