-----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, G5GvxOihOAsIaOYYhrMCFNPOE28DS6dWbCnJdQVx634OA1vallhLusXLb5KBhdFQ tDNEmj+Isv+SLhkI1D2ecQ== 0001015769-01-500357.txt : 20020413 0001015769-01-500357.hdr.sgml : 20020413 ACCESSION NUMBER: 0001015769-01-500357 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011220 ITEM INFORMATION: Other events FILED AS OF DATE: 20011221 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11568 FILM NUMBER: 1820679 BUSINESS ADDRESS: STREET 1: 192 VON KARMAN AVENUE STREET 2: SUITE 600 CITY: IRVINE STATE: CA ZIP: 92604 BUSINESS PHONE: 2122718511 MAIL ADDRESS: STREET 1: 192 VON KARMAN AVENUE STREET 2: SUITE 600 CITY: IRVINE STATE: CA ZIP: 92604 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 8-K 1 dec018k.txt 8K DECEMBER 21, 2001 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: December 21, 2001 (Date of earliest event reported: November 30, 2001) TekInsight.com, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-11568 95-4228470 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 18881 Von Karman Avenue, Suite 250 Irvine, California 92612 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (949) 955-0078 -------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On November 30, 2001, TekInsight.Com, Inc., Dyncorp Management Resources Inc., Newport Acquisition Corp. and Dyncorp amended their Agreement and Plan of Reorganization, dated as of April 25, 2001, as amended by the First Amendment, dated as of July 9, 2001, and the Second Amendment, dated as of October 22, 2001 (the "Reorganization Agreement"). The Reorganization Agreement previously provided for termination by either party if the Closing Date did not occur by the close of business on November 30, 2001. The Third Amendment extends that date to December 31, 2001. A copy of the Third Amendment is attached hereto as Exhibit 2.1. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 2.1 Third Amendment to Agreement and Plan of Reorganization, dated as of November 30, 2001. 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. Dated: December 20, 2001 TEKINSIGHT.COM, INC. By: /s/ James Linesch --------------------------------- Name: James Linesch Title: Chief Financial Officer EXHIBIT INDEX Exhibit Number Exhibit Name 2.1 Third Amendment to Agreement and Plan of Reorganization, dated as of November 30, 2001. EX-2.1 3 exhibit21.txt 3RD AMEND. TO AGREEMENT & PLAN OF REORGANIZATION EXHIBIT 2.1 THIRD AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION This Third Amendment (the "Amendment"), dated as of November 30, 2001, is to the Agreement and Plan of Reorganization, as amended by the First Amendment and the Second Amendment, by and among TEKINSIGHT.COM, INC. a Delaware corporation ("Newco Parent"), DYNCORP MANAGEMENT RESOURCES INC., a Virginia corporation (the "Company"), NEWCO ACQUISITION CORP., a Delaware corporation ("Newco"), and DYNCORP, a Delaware corporation ("Company Parent") (the "Reorganization Agreement"). Following further discussions between the parties after execution of the Reorganization Agreement, the parties determined it to be in the best interests of all such parties to make certain changes to the Reorganization Agreement agreed to by the parties named below, and such parties hereby agree as follows: Section 1 In Section 6.1(e) of the Reorganization Agreement, the date "November 30, 2001" shall be replaced with the new date "December 31, 2001." Section 2 Except as specifically modified by this Amendment, the Reorganization Agreement in its current form shall be unaltered and shall remain in full force and effect in accordance with its terms. Section 3 3.1 Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterparts. 3.2 Entire Agreement. This Amendment and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that except as specifically modified by this Amendment, the terms and conditions of the Merger Agreement remain in full force and effect in accordance with their terms. 3.3 Severability. In the event that any provision of this Amendment or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Amendment will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Amendment with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. 3.4 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws. 3.5 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Amendment and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 3.6 Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized respective officers as of the date first written above. TEKINSIGHT.COM, INC. By: /s/ James Linesch ---------------------------------------- James Linesch, Chief Financial Officer DYNCORP MANAGEMENT RESOURCES INC. By: /s/ David L. Reichardt ----------------------------------------- David L. Reichardt, Senior Vice President NEWPORT ACQUISITION CORP. By: /s/ James Linesch ----------------------------------------- James Linesch, Chief Financial Officer DYNCORP By: /s/ David L. Reichardt ---------------------------------------- David L. Reichardt, Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----