-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AAvHra0TeHxi0xKHKSxkCZeRGK5zKhbQdPqzjL2kTOzGP5hMvc+Ti4Gpp1GK0Ws8 fwUSq6+vKJvIhcuXUz8CDA== 0000901309-00-000130.txt : 20000414 0000901309-00-000130.hdr.sgml : 20000414 ACCESSION NUMBER: 0000901309-00-000130 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000413 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATA SYSTEMS NETWORK CORP CENTRAL INDEX KEY: 0000926849 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 382649874 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-13424 FILM NUMBER: 600738 BUSINESS ADDRESS: STREET 1: 34705 W TWELVE MILE RD STREET 2: STE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48331 BUSINESS PHONE: 2484898700 MAIL ADDRESS: STREET 1: 34705 W 12 MILE RD SUITE 300 STREET 2: 34705 W 12 MILE RD SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48331 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEKINSIGHT COM INC CENTRAL INDEX KEY: 0000879465 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 954228470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 5 HANOVER SQUARE STREET 2: SUITE 101 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122718511 MAIL ADDRESS: STREET 1: 5 HANOVER SQUARE STREET 2: SUITE 101 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: TADEO HOLDINGS INC DATE OF NAME CHANGE: 19980212 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL SELF CARE INC DATE OF NAME CHANGE: 19950808 425 1 Filed by TekInsight.Com, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Data Systems Network Corporation Commission File No.: 1-11568 [TEKINSIGHT.COM LOGO] 5 HANOVER SQUARE 24TH FL. NEW YORK, NEW YORK 10004 - -------------------------------------------------------------------------------- TEKINSIGHT.COM CHOOSES EDELMAN PUBLIC RELATIONS WORLDWIDE TO SPEARHEAD LAUNCH OF STREAMING XML(TM) TECHNOLOGY Marketing communications becomes key initiative as company unveils technology to help manage information overload from the Internet NEW YORK- APRIL 11, 2000 - TekInsight.com (NASDAQ: TEKS), an Internet development company that uses new Streaming XML technology to help clients manage real-time Internet information flow, has chosen Edelman Public Relations Worldwide to support its global marketing communications initiatives. "Public relations is going to be essential to the future success of our solution development and execution efforts," said Steven Ross, CEO of TekInsight.com. "Our new breed of solutions, based on an emerging technology called Streaming XML, will enable clients to manage and leverage the overwhelming flow of information generated from electronic commerce and from within their organization. Edelman's technology and business-to-business expertise will help TekInsight.com take the lead in this new technology area." Edelman's experience with industry leading clients in the e-business space makes it a strong partner for TekInsight.com. The firm's Global Technology Practice plans an aggressive strategic industry outreach campaign to communicate the merits of TekInsight.com's technology. TekInsight.com joins other noteworthy Edelman technology clients including Expedia Inc., Ericsson, VeriSign and Autonomy. "TekInsight.com has demonstrated that the business and consumer application of Streaming XML technology will make a very strong impact on the industry," said Mark Shadle, executive vice president and general manager of the Edelman Business-to-Business Marketing practice in Chicago. "By leveraging our Business Advantage Marketing process and our expertise in technology, we intend to spotlight the strength of TekInsight.com's solutions." The TekInsight.com public relations program will involve professionals from Edelman's Chicago Technology Group and draw upon other specialists throughout the firm's global network. TekInsight.com Chooses Edelman/page 2 ABOUT EDELMAN PUBLIC RELATIONS Edelman Public Relations Worldwide (http://www.edelman.com), a leader in public relations for more than 47 years, is a global firm with capabilities in all facets of public relations. With 38 offices in North America, Latin America, Europe and Asia, and a staff of more than 1,800, Edelman is the world's largest independent public relations firm and fifth overall. Edelman's Technology Group has more than 400 professionals focused on technology and business-to-business marketing. ABOUT TEKINSIGHT.COM. Tek Insight is a world-class Internet development company with a product set that includes XML streaming technology. TekInsight.com's customers include Microsoft, IBM and other Fortune 500 companies. Some of the company's proprietary technology include various web-based diagnostic software agents and web-based e-commerce performance analysis tools. TekInsight.com is currently using this expertise to build several Internet-based commercial products and services. For more information, visit www.tekinsight.com or call 212.271.8550. FORWARD LOOKING STATEMENTS 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 thereby. Investors are cautioned that certain statements in this release are "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors. Such uncertainties and risks include, among others, certain risks associated with the closing of the transaction described above, government regulation, and general economic and business conditions. Actual events, circumstances, effects and results may be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Consequently, the forward looking statements contained herein should not be regarded as representations by TekInsight.com, Data Systems or any other person that the projected outcomes can or will be achieved. ADDITIONAL INFORMATION AND WHERE TO FIND IT TekInsight.com plans to file a Registration Statement on SEC Form S-4 in connection with the merger, and TekInsight.com and Data Systems expect to mail a Joint Proxy Statement/Prospectus to shareholders of TekInsight.com and Data Systems containing information about the merger. Investors and shareholders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about TekInsight.com, Data Systems, the merger, the persons soliciting proxies relating to the merger, their interests in the merger, and other related matters. Investors and shareholders will be able to obtain free copies of these documents through the web site maintained by the U.S. Securities and Exchange Commission at http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus and these other documents may also be obtained (when available) from TekInsight.com by directing a request to TekInsight.com, Inc., 5 Hanover Square, 24th Floor, New York, New York 10004, attention: Arion Kalpaxis, telephone: (212) 271-8550. In addition to the Registration Statement and the Joint Proxy Statement/Prospectus, TekInsight.com and Data Systems file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by TekInsight.com or Data Systems at the SEC's public reference room at 450 Fifth Street, N.W., Washington D.C. 20549 or at any of the Commission's other public reference rooms in New York, New York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. TekInsight.com's and Data Systems' filings with the SEC are also available to the public from commercial document-retrieval services and at the Web site maintained by the SEC at http://www.sec.gov. TekInsight and its officers and directors may be deemed participants in the solicitation of proxies from its stockholders with respect to the transactions contemplated by the merger agreement and may have an interest therein either directly or indirectly by virtue of their security holdings or otherwise. Information regarding such officers and directors is included in Tekinsight's Report on Form 10-K for the fiscal year ended June 30, 1999 filed with the Commission in October 1999. In addition, since the date of the TekInsight 10-K, Mr. Steven J. Ross has become President and Chief Executive Officer, and Mr. Arion Kalpaxis has become Chief Operating Officer, of TekInsight. Prior to joining TekInsight, Mr. Ross was a director of Data Systems from October 1999 until February 2000. Since February 2000, Mr. Ross has been Chairman of the Board and Chief Executive Officer of VarsOnly.com, Inc., an Internet start-up focusing on computer resellers. Since August 1999, Mr. Ross has been a director of Interactive Frontiers, Inc., a developer, manufacturer and marketer of computer-based digital video instructional software. From July 1998 to July 1999 Mr. Ross was Vice President and General Manager of Toshiba America Information Systems, a subsidiary of Toshiba Corp. active in computer sales, support and manufacturing in North and South America. From October 1995 through June 1998, he was President and General Manager of the reseller division, and President, Corporate Marketing, for Inacom Corp., a computer product and service company. Mr. Arion Kalpaxis has served as Chief Operating Officer of Astratek since April 1997. From 1995 to May 1996 Mr. Kalpaxis was Vice President for BT Ventures and the Bankers Trust Electronic Commerce group responsible for the development of business models for new initiatives in electronic commerce. Prior to 1995 Mr. Kalpaxis was a partner at Metron Consulting Group where he advised clients in business strategy and development, and managed efforts designed to bring about fundamental changes in support of new business initiatives. The 1999 TekInsight 10-K is available free of charge at the Commission's web site://www.sec.gov and from Tekinsight at the address set forth above. Data Systems and its officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of Data Systems with respect to the transactions contemplated by the merger agreement and may have an interest therein either directly or indirectly by virtue of their security holdings or otherwise. Information regarding such officers and directors is included in the Data Systems Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the Commission in March 2000. This document is available free of charge at the Commission's web site at http://www.sec.gov and from the Data Systems address at 34705 W. 12 mile road, Suite 300, Farmington Hills, Michigan 48331, Attention: Chief Financial Officer. -----END PRIVACY-ENHANCED MESSAGE-----