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, Suite 300
Farmington Hills, Michigan 48331
(248) 489-8700
(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) 568-5434
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 400,000 shares** $12.59 $5,036,000 $1,526.06
- ----------------------------------------------------------------------------
* The price shown is the average of the high and low prices of the
Common Stock on the Nasdaq Stock Market on November 19, 1997, 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).
In accordance with general instruction E to Form S-8, Data Systems Network
Corporation (the "Company") hereby incorporates by reference the contents of
its Registration Statement on Form S-8 (no. 333-05505) filed June 7, 1996.
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 and Touche LLP
23.3 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
99 Data Systems Network Corporation 1994 Stock Option Plan, as
amended (filed as Exhibit 10.3(c) to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1997 and
incorporated herein by reference)
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 November 21, 1997.
DATA SYSTEMS NETWORK CORPORATION
By: /s/ Michael W. Grieves
Michael W. Grieves
Its: Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael W. Grieves, Philip M. Goy
and Mark A. Metz, and each of them, jointly and severally, his true and
lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities, and to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents
in connection therewith, 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.
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 November 21, 1997.
Signature Title
--------- -----
/S/ Michael W. Grieves Chairman of the Board, President and
Michael W. Grieves Chief Executive Officer
/S/ Philip M. Goy Vice President of Finance, Treasurer
Philip M. Goy and Chief Financial Officer
(principal financial and accounting
officer)
/S/ Walter J. Aspatore Director
Walter J. Aspatore
/S/ Richard R. Burkhart Director
Richard R. Burkhart
/S/ Jerry A. Dusa Director
Jerry A. Dusa
INDEX TO EXHIBITS
Number Description
5 Opinion of Dykema Gossett PLLC
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte and Touche LLP
EXHIBIT 5
November 21, 1997
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 400,000 additional shares of
the Company's Common Stock (the "Common Stock") pursuant to the Company's
1994 Stock Option Plan, as amended.
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. In giving such consent, we do not concede that we
are experts within the meaning of the Securities Act of 1933, as amended, or
the rules or regulations thereunder or that this consent is required under
Section 7 of such Act.
Very truly yours,
DYKEMA GOSSETT PLLC
/S/ Mark A. Metz
Mark A. Metz
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 4,
1997, relating to the consolidated balance sheets of Data Systems Network
Corporation as of December 31, 1996 and 1995 and the related consolidated
statements of operations, stockholders' equity, and cash flows for the years
then ended, which report appears in the December 31, 1996 annual report on
Form 10-K of Data Systems Network Corporation.
KPMG Peat Marwick LLP
/S/ KPMG Peat Marwick LLP
Detroit, Michigan
November 19, 1997
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 statements of operations, stockholders' equity and
cash flows of Data Systems Network Corporation for the year ended December
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, 1996.
/S/ Deloitte & Touche LLP
Deloitte & Touche LLP
Detroit, Michigan
November 21, 1997
