SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 1998
Data Systems Network Corporation
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
1-13424 38-2649874
(Commission File Number) (IRS Employer Identification No.)
34705 West Twelve Mile Road, Suite 300, Farmington Hills, Michigan 48331
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 489-8700
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On June 25, Data Systems Network Corporation issued a press release
announcing the determination by a Nasdaq Listing Qualification Panel to
delist the Company's stock. The press release is attached hereto as Exhibit
99.1 and incorporated herein by reference. On July 1, the Company announced
the sale of its shares in Unified Network Service, Inc. The press release
is attached hereto as Exhibit 99.2 and incorporated herein by reference. On
July 30, 1998 the Company issued a press release regarding certain agreements
with the Company's lender. The press release is attached hereto as Exhibit
99.3 and incorporated herein by reference.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release, dated June 25, 1998
Exhibit 99.2 Press Release, dated July 1, 1998
tExhibit 99.3 Press Release, dated July 30, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
July 31, 1998 DATA SYSTEMS NETWORK CORPORATION
By: /s/ Michael W. Grieves
-----------------------------
Michael W. Grieves
Chairman, President and Chief
Executive Officer
Exhibit 99.1
Farmington Hills, MI - June 25, 1998 - Data Systems Network Corporation
(OTC.BB: "DSYSE") announced today that counsel for the Nasdaq Stock Market,
Inc. (NASD) informed the Company late on June 24, 1998 of a Nasdaq Listing
Qualification Panel determination to delist the Company's stock, effective
at the close of business that day. Company officials said NASD stated that
Data Systems failed to comply with filing requirements set forth in the
NASD's Marketplace Rules 4310(c)(14). The Company had been listed on The
Nasdaq Small Cap Market.
The Panel conducted a hearing on May 28, 1998, with officials of Data
Systems present, concerning the Company's failure to file both its Form 10-K
for the fiscal year 1997 ended December 31, 1997, by March 31, 1998, and its
Form 10-Q for the quarterly period ended March 31, 1998, by April 15, 1998.
Both documents were filed by the Company on June 17, 1998. The audit
opinion contained in the 1997 Form 10-K was qualified as to scope by the
Company's auditors.
Correspondence received by the Company from the NASD stated that the Panel
was of the opinion that the qualified audit opinion for the fiscal year
ended December 31, 1997 did not satisfy the filing requirement set forth in
NASD Marketplace Rule 4310(c)(14). The Panel was also of the opinion that
the restatements of the 1995 and 1996 financial statements would not be
completed within a reasonable period of time. Finally, the Panel noted that
the Company was not in compliance with net tangible assets requirement as
reported in the March 31, 1998 Form 10-Q.
The Panel notified Data Systems that the NASDAQ Listing and Hearing Review
Council could, on its own motion, determine to review any Panel decision
within 45 calendar days after issuance of yesterday's written decision and
could in review of that decision, affirm, modify, reverse, dismiss or remand
the decision to a Panel. The Company also has the right to request in
writing that the Review Council review the Panel's decision within 15 days
of issuance.
Michael Grieves, President, CEO and Chairman of Data Systems Network
Corporation, said that the Company would evaluate trading alternatives such
as over-the-counter and bulletin board postings while working to comply with
requirements for re-listing.
Data Systems Network Corporation, through its 20 offices and more than 260
employees, provides computer network services and products that enable the
control of complex distributed computing environments and allow companies to
capitalize on the inherent investments in technology and people. The
Company provides a wide range of network integration services including
installation, consultation, technical support and training. It also
provides specialized services in network management, application
development, document management systems and Year 2000 consulting.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created hereby. Statements in
this release that are not strictly historical are "forward looking"
statements which are subject to risk and uncertainty. Investors are
cautioned that all "forward looking" statements contained herein may not be
reasonable and assumptions could be inaccurate, and should not be construed,
considered or assumed as guarantees. The inclusion of such information
should not be regarded as a representation or guarantee by the Company, or
any other person, that the objectives and plans, stated herein, will be
achieved. Unknown factors could cause actual results to differ as well as
other risks detailed in the Company's reports filed with the Securities and
Exchange Commission, including its most recent 10K and 10Q filings.
Exhibit 99.2
July 1, 1998
Farmington Hills, Michigan -- Data Systems Network Corporation (OTCBB: DSYS)
announced today that it had executed an agreement to sell its shares in
Unified Network Services, Inc. to the minority shareholders of UNS, who had
made an offer to DSNC for its interest in UNS, as provided under the terms
of the shareholders agreement previously entered into by the parties. Terms
of the transaction were not announced.
DSNC will continue to focus its efforts on remote management services,
utilizing its ENCOR products and will maintain its Raleigh, North Carolina
remote management center. In addition, all existing remote network
management customers will continue to be serviced and supported by Data
Systems. DSNC will still maintain a working relationship with UNS by
subcontracting network management installation services to Unified Network
Services.
Michael W. Grieves, President and CEO of Data Systems Network Corporation
said, "The management team believes it is in the best interests of the
shareholders to be specialized in the area of remote network management
services. The Company strongly believes that this is an area of growth and
opportunity. By focusing our resources on that area, yet still delivering
on-site network management integration through our agreement with UNS, DSNC
will reduce the Company's fixed monthly costs and allow us to focus and
streamline our operations in key areas."
Data Systems provides computer network services and products that enable the
control of complex distributed computing environments and allow companies to
capitalize on their investments in technology and people. The Company
provides a wide range of network integration services including
installation, consultation, technical support and training. It also
provides specialized services in remote network management, application
development, integrated document management systems and Year 2000
consulting. Based in Farmington Hills, Michigan, Data Systems has 20
offices and more than 250 employees.
-0-
For additional information contact:
Spencer Maus, Dresner Corporate Services
312-726-3200
The statements made above with respect to Data Systems' expectations of
revenues from this contract are "forward looking statements" within the
meaning of the Securities Exchange Act of 1934 and are subject to a number
of risks and uncertainties. These include general business and economic
conditions, the actual need of this customer for the Company's products and
services, the ability of the Company to successfully meet all the
requirements of this project and the relative uncertainties in the market
direction of emerging technologies.
Exhibit 99.3
July 30, 1998
Farmington Hills, Michigan -- Data Systems Network Corporation (OTC BB:
DSYS) announced today that after further discussions with the Company's
lender, NBD Bank, the bank has waived the Company's non-compliance with
certain covenants in its credit agreement including covenants regarding the
Company's allowable minimum current ratio and total leverage. The bank also
agreed to raise the cap on the Company's current borrowing level to $11
million. Negotiations are ongoing with alternative lenders interested in
providing additional financing options.
Data Systems provides computer network services and products that enable the
control of complex distributed computing environments and allow companies to
capitalize on their investments in technology and people. The Company
provides a wide range of network integration services including
installation, consultation, technical support and training. It also
provides specialized services in remote network management, application
development, integrated document management systems and Year 2000
consulting. Based in Farmington Hills, Michigan, Data Systems has 21
offices and more than 260 employees.
-0-
For additional information contact:
Spencer Maus, Dresner Corporate Services
312-726-3200
