-----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, ELh5J2fxPL0TP/kGrmQyhJMCBzQwHFOLWTDh+J0ZJe6hq9hlMdXUkWTFJc680qc4 YaEvfeVcFbuf1TaMaEKRPw== 0000950124-00-000294.txt : 20000203 0000950124-00-000294.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950124-00-000294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000118 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000128 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13424 FILM NUMBER: 515572 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 8-K 1 FORM 8-K 1 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): January 18, 2000 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 and former address, if changed since last report) 2 Item 5. Other Information. Pursuant to a Letter of Intent, dated January 18, 2000, ("Letter of Intent"), between TekInsight.Com, Inc. ("Teks") and Data Systems Network Corporation ("Data Systems"), Teks and Data Systems agreed to enter into a proposed acquisition transaction calling for Data Systems to be merged into Astratek, Inc., a wholly owned and principal operating subsidiary of Teks (the "Merger"). In consideration for the Merger, Data Systems shareholders will receive a number of shares of a new class of Teks convertible Preferred Stock (convertible into Teks common stock on a one-to-one basis) proposed to be listed on the NasdaqSmall Cap market that will have a market value of between $12,500,000 and $18,000,000, with such value to be based upon the market price of Teks Common Stock at the time of Merger closing. The Merger will be subject to the usual and customary conditions to closing, including due diligence investigations, authorizing votes by the shareholders of Teks and Data Systems, satisfactory "fairness opinions" addressed to each of Teks and Data Systems and execution of a definitive agreement. Although no assurances can be given, the parties intend to close the Merger by May 31, 2000. A copy of the Letter of Intent is attached hereto as Exhibit 99.3 and is incorporated by this reference. On January 20, 2000, Data Systems issued a joint press release with announcing the Letter of Intent, a copy is attached hereto as Exhibit 99.4 and is incorporated by this reference. Item 7. Exhibits 99.3 Letter of Intent, dated January 18, 2000, between TekInsight.Com, Inc. and Data Systems Network Corporation. 99.4 Press Release, dated January 20, 2000. 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. January 28, 2000 DATA SYSTEMS NETWORK CORPORATION By: /s/ Michael W. Grieves ------------------------ Michael W. Grieves Chairman, President and Chief Executive Officer 3 Exhibit Index -------------
Exhibit No. Description - ----------- ----------- 99.3 Letter of Intent, dated January 18, 2000, between TekInsight.Com, Inc. and Data Systems Network Corporation. 99.4 Press Release, dated January 20, 2000.
EX-99.3 2 LETTER OF INTENT 1 EXHIBIT 99.3 TEKINSIGHT.COM, INC. 5 Hanover Square New York, New York 10004 (212) 271-8550 January 18, 2000 VIA FACSIMILE TRANSMISSION (248) 489-1007 Mr. Michael Grieves President and CEO Data Systems Network Corporation 34705 W. 12 Mile Road, Suite 300 Farmington Hills, MI 48331 Dear Michael: Subject to completion of our due diligence investigation and satisfaction of the other conditions set forth below, this letter will serve to outline the intention of TekInsight.Com, Inc. ("TEKS") to acquire 100% of the capital stock of Data Systems Network Corporation, a Michigan corporation (the "Company") by the merger of the Company with Astratek, Inc., a wholly-owned subsidiary of TEKS incorporated under New York law ("MergerCo"). The proposed transaction may be summarized as follows: I. The Transaction. 1.1 The Merger. It is contemplated that the Company will merge with MergerCo in a statutory merger under New York law (the "Merger"), with MergerCo. as the surviving corporation of the Merger. 1.2 Merger Consideration. (a) As consideration for the Merger, subject to the provisions of Sections 1.2(b) and 1.3 below, all outstanding shares of Company capital stock will be exchanged for that number of shares of a newly-created series of TEKS preferred stock (the "Series A Preferred Stock") that is equal to that number of shares of TEKS common stock having a market value at Merger closing of $12,500,000 (the "Purchase Price"). The market value of TEKS common stock at Merger closing will be equal to the average closing sale price for TEKS common stock, as reported by the Nasdaq Smallcap Market, for the ten (10) consecutive trading days ending on the trading day that immediately precedes the closing date of the Merger (the "Average Price"). On the assumption that there are 5,509,224 outstanding shares of Company capital stock on the closing date of the 2 Mr. Michael Grieves January 18, 2000 Page 2 Merger (the "Closing Date"), the following table sets forth the ratios applicable to determining the number of shares of Series A Preferred Stock to be issued to Company shareholders on the Closing Date:
------------------------------------------------------------------------------------------------------- Conversion Ratio for number of shares of Number of Series A Number of outstanding Company capital stock Average Price Preferred Stock shares shares of Company exchanged for one TEKS Common issuable to Company capital stock at Closing share of Series A Stock Shareholders Date Preferred Stock -------------- ---------------------- ------------------------ ---------------------- ------------------------- -------------------------- -------------------------- ----------------------- 2 1/2 5,000,000 5,509,224 1.10 ------------------------- -------------------------- -------------------------- ----------------------- 3 4,166,666 5,509,224 1.32 ------------------------- -------------------------- -------------------------- ----------------------- 3 1/2 3,571,428 5,509,224 1.54 ------------------------- -------------------------- -------------------------- ----------------------- 4 3,125,000 5,509,224 1.76 ------------------------- -------------------------- -------------------------- -----------------------
Example at Closing ------------------------------------------------------------------------------------------------------- Number of shares of TEKS Average Price Number of shares of Number of shares Common Stock into which at Closing Company Of Series A Preferred the Series A Preferred Date capital stock Stock Stock is Convertible --------------- -------------------------- -------------------------- ------------------------- --------------- -------------------------- ------- -------------------------- ------------------------- 2 1/2 1.10 for 1 1 --------------- -------------------------- ------- -------------------------- ------------------------- 3 1.32 for 1 1 --------------- -------------------------- ------- -------------------------- ------------------------- 3 1/2 1.54 for 1 1 --------------- -------------------------- ------- -------------------------- ------------------------- 4 1.76 for 1 1 --------------- -------------------------- ------- -------------------------- -------------------------
(b) Notwithstanding the provisions of Section 1.2(a): (i) in the event that the Average Price is equal to a price that is $5.00 or more but less than $7.00, the Purchase Price shall be adjusted to equal $16,000,000 (the "First Increased Purchase Price"); and (ii) in the event that the Average Price is equal to $7.00 or more, the Purchase Price shall be adjusted to equal $18,000,000 (the "Second Increased Price"). As a result of any such increase in the Average Price, the number of Series A Preferred Stock shares issuable to Company shareholders shall be proportionately increased based upon the examples set forth below: I. First Increased Purchase Price 3 Mr. Michael Grieves January 18, 2000 Page 3
------------------------------------------------------------------------------------------------------- Conversion Ratio for number of shares of Number of Series A Number of outstanding Company capital stock Average Price TEKS Preferred Stock shares shares of Company exchanged for one Common issuable to Company capital stock at Closing share of Series A Stock Shareholders Date Preferred Stock ------------------------- -------------------------- -------------------------- ----------------------- ------------------------- -------------------------- -------------------------- ----------------------- 5 3,200,000 5,509,224 1.72 ------------------------- -------------------------- -------------------------- ----------------------- 6 2,666,667 5,509,224 2.07 ------------------------- -------------------------- -------------------------- ----------------------- 6 1/2 2,461,539 5,509,224 2.24 ------------------------- -------------------------- -------------------------- -----------------------
Example at Closing --------------------------------------------------------------------------------------------------------- Number of shares of TEKS Average Price Number of shares of Number of shares Common Stock into which at Closing Company Of Series A Preferred the Series A Preferred Date capital stock Stock Stock is Convertible --------------- -------------------------- -------------------------- --------------------------- --------------- -------------------------- ------- -------------------------- --------------------------- 5 1.72 for 1 1 --------------- -------------------------- ------- -------------------------- --------------------------- 6 2.07 for 1 1 --------------- -------------------------- ------- -------------------------- --------------------------- 6 1/2 2.24 for 1 1 --------------- -------------------------- ------- -------------------------- ---------------------------
4 Mr. Michael Grieves January 18, 2000 Page 4
II. Second Increased Purchase Price ------------------------------------------------------------------------------------------------------- Conversion Ratio for number of shares of Number of Series A Number of outstanding Company capital stock Average Price TEKS Preferred Stock shares shares of Company exchanged for one Common issuable to Company capital stock at Closing share of Series A Stock Shareholders Date Preferred Stock ------------------------- -------------------------- -------------------------- ----------------------- ------------------------- -------------------------- -------------------------- ----------------------- 7 2,571,429 5,509,224 2.14 ------------------------- -------------------------- -------------------------- ----------------------- 8 2,250,000 5,509,224 2.45 ------------------------- -------------------------- -------------------------- ----------------------- 8 1/2 2,117,647 5,509,224 2.61 ------------------------- -------------------------- -------------------------- ----------------------- 9 2,000,000 5,509,224 2.76 ------------------------- -------------------------- -------------------------- -----------------------
Example at Closing --------------------------------------------------------------------------------------------------------- Number of shares of TEKS Average Price Number of shares of Number of shares Common Stock into which at Closing Company Of Series A Preferred the Series A Preferred Date capital stock Stock Stock is Convertible --------------- -------------------------- -------------------------- --------------------------- --------------- -------------------------- ------- -------------------------- --------------------------- 7 2.14 for 1 1 --------------- -------------------------- ------- -------------------------- --------------------------- 8 2.45 for 1 1 --------------- -------------------------- ------- -------------------------- --------------------------- 8 1/2 2.61 for 1 1 --------------- -------------------------- ------- -------------------------- --------------------------- 9 2.76 for 1 1 --------------- -------------------------- ------- -------------------------- ---------------------------
(c) Between the date of execution of the definitive agreement with respect to the Merger (the "Merger Agreement"), and the Closing Date, to the extent that any options or warrants are exercised the exercise price therefor will be added to the Purchase Price, the First Increased Purchase Price, or the Second Increased Purchase Price, as relevant (the "Adjusted Purchase Price"), and the conversion ratios for Company shares to Series A Preferred Stock will be adjusted in accordance with the formula and examples set forth in subparagraph (a) above. For example, if prior to the Closing Date warrants to acquire 100,000 shares of Company capital stock were exercised for an aggregate exercise price of $250,000, and assuming an Average Price less than $5.00, the Adjusted Purchase Price would be $12,750,000, and the number of outstanding shares of DSN capital stock on the Closing Date would now be 5,609,224 shares. 5 Mr. Michael Grieves January 18, 2000 Page 5 On the assumption that the Average Price is $2.50 per share, in making the above calculations, the ratio of the number of Company shares necessary to obtain one share of Series A Preferred Stock would now be .91 shares of Company capital stock (e.g., $12,750,000 divided by $2.50 = 5,100,000 shares of Series A Preferred Stock to be issued to Company stockholders; given that there are 5,609,224 outstanding shares of Company capital stock, 1.10 shares of outstanding Company capital stock will be exchanged for each share of Series A Preferred Stock. (d) Application to The Nasdaq Stock Market, Inc. will be made for inclusion of the Series A Preferred Stock for trading on the Nasdaq Smallcap Market on the Closing Date. The Series A Preferred Stock will commence being convertible into TEKS common stock on the first anniversary of the Closing Date. Any shares of Series A Preferred Stock that have not been converted to TEKS common stock prior to the fifth anniversary of the Closing Date will be mandatorily converted to TEKS common stock, or redeemed for a cash payment equal to the Average Price per share, at the option of TEKS. (e) The liquidation price per share of Series A Preferred Stock will also be the Average Price. The Series A Preferred Stock will not pay dividends. (f) In the event that the Average Price is less than $2.00 per share, or the holders of more than 5% of the outstanding capital shares of the Company perfect dissenter's rights in connection with the Merger under Michigan Law, TEKS and Astratek can terminate the Merger Agreement, and in the event that the Average Price is less than $2.00 per share the Company can terminate the Merger Agreement; provided, that in the event a party or any of its affiliates has engaged in short selling of TEKS common stock, or has engaged in any means of market manipulation with respect to TEKS common stock, in either case (i) at any time following the date of execution of the Merger Agreement and (ii) with the intent of causing a reduction in the market price of TEKS common stock, then that short selling or manipulating party forfeits its ability to terminate the Merger Agreement on the grounds that the Average Price is less than $2.00 per share. 1.3 Corporate Structure of the Company. (a) Steven Ross will become the Chief Executive Officer of MergerCo following the Merger, and Alexander Kalpaxis will become the Chief Executive Officer and Chief Technology Officer of TEKS following the Merger. The Company will be entitled to designate three (3) members to the TEKS Board of Directors, to take office following the Closing Date (the "DSN Designees"). For a period of three years following the Closing Date, the three (3) DSN Designees (one of whom is intended to be Michael Grieves) will nominate the four (4) existing TEKS board members [or those four (4) persons designated by vote of such of those four (4) board members who are still members of the TEKS board (the "TEKS Designees")] for reelection to the Company Board. For the same three (3) year period, the TEKS Designees will nominate the Company Designees (or those three (3) persons designated by vote of such of those three (3) 6 Mr. Michael Grieves January 18, 2000 Page 6 DSN Designee board members who are still members of the TEKS board) for reelection to the TEKS Board. (b) TEKS will provide a guarantee of collection , rather than of payment, to Foot Hill Capital with respect to $2,000,000 of indebtedness outstanding under the Foot Hill Capital credit agreement between the Company and Foot Hill Capital on the date of execution of the Merger Agreement on terms to be mutually acceptable to TEKS and Foot Hill Capital; provided, that under no circumstances will TEKS be required to escrow funds in order to support this guarantee. II. Conditions to Completion of the Merger. 2.1 Conditions to Obligations of Each Party to Effect the Merger. Among other usual and customary conditions to closing of transactions similar to the Merger, the respective obligations of each party to effect the Merger shall be subject to the satisfaction of the following conditions: (a) Due Diligence. The completion of a satisfactory due diligence investigation of the other party. (b) Shareholder Approval. The Merger Agreement shall have been approved and adopted, and the Merger shall have been duly approved, by the requisite vote under applicable law by the shareholders of each of TEKS and the Company. (c) Registration Statement Effective; TEKS Proxy Statement. The SEC shall have declared the Registration Statement with respect to the distribution to Company shareholders of the Series A Preferred Stock (the "Registration Statement") effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the proxy statement provided to TEKS shareholders in connection with their vote on approval of the Merger (the "TEKS Proxy Statement"), shall have been initiated or threatened in writing by the SEC. (d) No Order; Approvals. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger. All consents, approvals, orders or other actions by or in respect of or filings with any Governmental Entity required to permit the consummation of the Merger and the transactions contemplated hereby shall have been obtained. (e) Nasdaq Listing. The shares of TEKS Series A Preferred Stock issuable to shareholders of the Company pursuant to the Merger Agreement shall have been authorized for listing on the Nasdaq Small Cap Market subject to official notice of issuance. 7 Mr. Michael Grieves January 18, 2000 Page 7 (f) Third Party Consents. The Company shall have obtained such consents and approvals as are required pursuant to the Foothill Capital Credit agreement; provided, that the Company shall not have the right to assert any such failure to obtain such consents and approvals as a condition to close if any act or failure to act by the Company or its affiliates caused the failure of such condition. (g) Company Shareholder Vote. At the Company Shareholders' Meeting held to authorize and approve the Merger, no less than a mutually agreed specified percentage of the outstanding shares of Company capital stock entitled to vote at such meeting shall vote to authorize consummation of the Merger based on the terms of the Merger Agreement. (h) Fairness Opinions. Each party shall receive a fairness opinion satisfactory to its Board of Directors, to the effect that the Merger is fair, from a financial point of view, to the public shareholders of such party. III. Miscellaneous. 3.1 Information. Each party will provide the other, its employees and all other interested parties, copies of all financial information, other due diligence information and related filings made by it under the Securities Exchange Act of 1934, as amended, as requested. 3.2 Confidentiality. Each of the parties hereto agrees and acknowledges that it has previously executed a letter agreement regarding the confidentiality of information provided in connection with the due diligence investigations contemplated by this letter of intent and the Merger Agreement, and both parties do hereby agree that such agreement will continue in full force and effect in accordance with its terms. 3.3 Public Disclosure. The Company and TEKS will consult and mutually agree with each other before issuing any press release or otherwise making any public statement with respect to the Merger or this letter of intent and will not issue any such press release or make any such public statement prior to such consultation and agreement, except as may be required by law or any listing agreement with a national securities exchange or the Nasdaq Stock Market. 3.4 No Solicitation. (a) From and after the date of this letter of intent until the earlier of March 1, 2000 (the "Termination Date") or the date of execution of the Merger Agreement (the "Execution Date"), the Company shall not, and will instruct its directors, officers, employees, representatives, investment bankers, agents and affiliates (including any subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage, negotiate or accept the making, submission or announcement of, any Acquisition Proposal (as defined below) by any person, entity or group (other than TEKS and its affiliates, agents and representatives), or (ii) participate in any discussions or negotiations with, or disclose any non-public information concerning the Company to, or afford any access to the properties, books or records of the Company to, or otherwise assist 8 Mr. Michael Grieves January 18, 2000 Page 8 or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than TEKS and its affiliates, agents and representatives), in connection with any Acquisition Proposal with respect to the Company. Without limiting the generality of the foregoing, the Company acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by any director or officer of the Company, or by any employee, representative, investment banker, agent or affiliate of the Company having direct or indirect authority from the Company or any director or officer of the Company, shall be deemed to constitute a breach of this Section 3.4 by the Company. For the purposes of this letter of intent, an "Acquisition Proposal" with respect to an entity means any proposal, inquiry or offer relating to or which the entity has reason to believe relates to (i) any merger, consolidation, combination, sale, dividend or other disposition of substantial assets or properties or similar transactions or series of transactions involving the entity or any subsidiaries of the entity, (ii) sale, dividend, split, or other disposition of 10% or more of the shares of capital stock or other equity interests of the entity (including without limitation by way of a tender offer or an exchange offer), (iii) the acquisition by any person of beneficial ownership or a right to acquire beneficial ownership of, or the formation of any "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) which beneficially owns, or has the right to acquire beneficial ownership of, 10% or more of the then outstanding shares of capital stock of the entity; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing. As of the date hereof, the Company will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any parties with respect to any Acquisition Proposal. The Company will (i) notify TEKS as promptly as practicable if it receives any proposal or inquiry or request for the Company in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) as promptly as practicable deliver to TEKS a copy of such proposal, inquiry or request if it is in written form terms and conditions of any such Acquisition Proposal, as well as the identity of the third party submitting such Acquisition Proposal. In addition, subject to the other provisions of this Section 3.4, from and after the date of this letter of intent until the earlier of the Termination Date or the Execution Date, the Company will not, and will instruct its directors, officers, employees, representatives, investment bankers, agents and affiliates (including any subsidiaries) not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than TEKS); provided, however, that nothing herein shall prohibit the Company's Board of Directors from taking and disclosing to the Company's shareholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. (b) Notwithstanding the foregoing provisions of subparagraph (a) of this Section 3.4, the Company's Board of Directors shall be free to take any action or authorize the taking of any action with respect to unsolicited inquiries, proposals or offers received by the Company after the date hereof with respect to an Acquisition Proposal, including, without limitation, responding thereto and providing information to third parties in connection therewith, 9 Mr. Michael Grieves January 18, 2000 Page 9 as may be required in the exercise of their fiduciary duties to the Company or its shareholders; provided, that to the extent that (i) the Company fails to execute a definitive Merger Agreement that materially conforms to the terms and conditions of this letter of intent prior to the Execution Date, despite the execution thereof by TEKS, and (ii) the Company has breached the provisions of Section 3.4(a) prior thereto, then within fifteen (15) days of the Execution Date the Company shall pay to TEKS $250,000 as liquidated damages to compensate TEKS for the estimated lost value of the proposed Merger to TEKS and to defray the estimated expenses incurred by TEKS in connection with the performance of its due diligence investigation and the preparation and negotiation of agreements and other documentation related to the Merger, including but not limited to this letter of intent and any Merger Agreement and related instruments and other agreements. (c) In the event that (i) TEKS fails to execute a definitive Merger Agreement that materially conforms to the terms and conditions of this letter of intent prior to the Execution Date, despite the execution thereof by the Company, and (ii) TEKS has solicited an Acquisition Proposal with respect to a business that is operationally and financially similar to the Company, then within fifteen (15) days of the Execution Date TEKS shall pay to the Company $250,000 as liquidated damages to compensate the Company for the estimated lost value of the proposed Merger to the Company and to defray the estimated expenses incurred by the Company in connection with the performance of its due diligence investigation and the preparation and negotiation of agreements and other documentation related to the Merger, including but not limited to this letter of intent and any Merger Agreement and related instruments and other agreements. 3.5 No Binding Agreement. Except as set forth in Sections 3.1, 3.2, 3.3 and 3.4 of this letter of intent, which shall represent legal and binding obligations of the Company and TEKS, as relevant, this letter of intent represents only an expression of our mutual intentions at this time and shall not be construed or deemed to represent an agreement or agreement to agree as to any of the above terms and conditions. It is expressly understood and agreed that the legal rights and obligations of the parties, except as set forth above, shall arise only pursuant to a definitive Merger Agreement, containing customary representations, warranties, covenants and agreements of the parties thereto and in form and content mutually satisfactory to such parties and their legal counsel. 10 Mr. Michael Grieves January 18, 2000 Page 10 If the foregoing accurately reflects the substance of our mutual agreement and understanding, please so indicate by executing and dating in the spaces provided below and returning a copy of this letter to the undersigned. This letter of intent may be executed in any number of counterparts, all of which will be taken together as the same instrument. Very truly yours, TEKINSIGHT.COM,INC. By: /s/ Brian Bookmeier ---------------------------------- Brian Bookmeier, President ACCEPTED AND AGREED TO: DATA SYSTEMS NETWORK CORPORATION By: /s/ Michael Grieves ----------------------------- Michael Grieves, President and Chief Executive Officer EX-99.4 3 PRESS RELEASE, DATED JANUARY 20, 2000 1 EXHIBIT 99.4 [LOGO] DATA SYSTEMS NETWORK CORPORATION PRESS RELEASE TEKINSIGHT.COM SIGNS LETTER OF INTENT TO ACQUIRE DATA SYSTEMS NETWORK CORPORATION Farmington Hills, MI., January 20, 2000-- TekInsight.com (NASDAQ:TEKS), a provider of advanced Internet and e-commerce products and solutions, and Data Systems Network Corporation (OTC BB: DSYS), a leading provider of enterprise services, today jointly announce that they have signed a letter of intent for TekInsight.com to acquire Data Systems Corporation. The letter of intent details the conditions to the completion of the acquisition. The proposed transaction calls for Data Systems to be merged into Astratek, Inc., a wholly owned and principal operating subsidiary of TekInsight.com (the "Acquisition"). In consideration for the Acquisition, Data Systems shareholders will receive a number of shares of a new class of TekInsight.com convertible Preferred Stock proposed to be listed on the NASDAQ Small Cap market that will have a market value of between $12,500,000 and $18,000,000, with such value to be based upon the market price of TekInsight.com Common Stock at the time of the Acquisition closing. The Acquisition will give TekInsight.com access to additional Fortune 1000 clientele, a sales force and a help desk which will be critical components to rolling out the Company's proprietary XML based products and services. This network of accounts and relationships including 16 state and local government agencies accounted for over $54 million in sales last year. The Acquisition Agreement will be subject to the usual and customary conditions to closing, including due diligence investigations, authorizing votes by the shareholders of TekInsight.com and Data Systems, satisfactory "fairness opinions" addressed to each of TekInsight.com and Data Systems and execution of a definitive Acquisition Agreement. Although no assurances can be given, the parties intend to close the Acquisition by May 31, 2000. "TekInsight.com has been using its resources to develop the technology and methodology, especially around XML, to build robust, scalable e-commerce applications, capable of sustainable high-volume transaction rates. It is now time to expand its roll out to the marketplace. Data Systems brings an infrastructure capable of supporting a $100 million organization and a technical group experienced in Internet and Intranet technologies. In addition, Data Systems's core business of serving state and local governments should provide us with a receptive clientele for our e-commerce capabilities," said Alex Kalpaxis, Director and Chief Technology Officer of TekInsight.com. "While Data Systems has been involved with Internet and Intranet projects for its clients, TekInsight.com's technical capabilities will allow us to provide a total enterprise solution in the e-commerce marketspace," said Data Systems' CEO Michael Grieves. "TekInsight's superior development capabilities in the Internet and e-commerce arena, along with Data Systems' enterprise management, applications development and network services will address a wide range of our clients' technology needs. This will allow our clients to leverage the investment they have previously made in infrastructure with the latest e-commerce technology. We have already begun working with TekInsight.com in addressing a few selected clients' Internet requirements." ABOUT TEKINSIGHT.COM TekInsight.com is a world-class XML Internet technology developer and software engineering company. . The company's proprietary products include various web-based diagnostic software agents and web-based e-commerce performance and analysis tools. TekInsight.com is currently using this expertise to build highly scalable web-based e-commerce/portal sites. For more information on TekInsight.com visit www.tekinsight.com. 2 -2- ABOUT DATA SYSTEMS NETWORK CORPORATION Data Systems Network Corporation, the Computer Associates 1999 New Business Partner of the Year, has more than 13 years of experience providing strategic technology solutions to Fortune 1000 companies and over 16 state and local government agencies. The company provides a wide range of services, including Applications Development, Network Services, Enterprise Management, Help Desk and Security Services. To learn more about Data Systems Network, please call (248) 489-8700 or visit the company web site at www.datasystems.com. - more - 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 hereby. 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 risk uncertainties and other factors. Such uncertainties and risks include, among others, certain risks associated with the closing of the transactions, government regulation, and general economic 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 Data Systems Network Corporation, or any other person, the projected outcomes can or will be achieved. ### CONTACT: MICHAEL JANSEN CONTACT: ALEXANDER KALPAXIS DATA SYSTEMS NETWORK CORPORATION TEKINSIGHT.COM (248) 489-8700 (212) 271-8520 (800) 544-2086 ALEXKALPAXIS@ASTRATEK.COM MJANSEN@DATASYSTEMS.COM -----END PRIVACY-ENHANCED MESSAGE-----