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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 43878 / January 24, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10408

_________________________________
                                   :
                                   :  ORDER INSTITUTING CEASE -
         In the Matter of          :  AND-DESIST PROCEEDINGS
                                   :  PURSUANT TO SECTION 21C OF 
          Ralph Glasgal,           :  THE SECURITIES EXCHANGE ACT
                                   :  OF 1934 AND FINDINGS AND
           Respondent.             :    ORDER OF THE COMMISSION
                                   :
_________________________________								   

I.

The Commission deems it appropriate that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether Ralph Glasgal ("Glasgal") violated Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

II.

In anticipation of the institution of these administrative proceedings, Glasgal ("the Respondent") has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, the Respondent, without admitting or denying the matters set forth herein, consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("the Order"), and to the entry of the findings, and imposition of the remedial sanctions set forth below.

III.

On the basis of this Order and the Respondent's Offer of Settlement ("Offer"), the Commission finds the following:

A. FACTS

1. Respondent

Ralph Glasgal, age 67, is the founder of Glasgal Communications, which changed its name to Datatec Systems, Inc. ("Datatec") in January 1998. Glasgal was chairman of the board and president of the company from 1975 until his retirement in 1997. He continued to be a director of Datatec until July 25, 1998. As of September 30, 1997, Glasgal beneficially owned 18.7 percent of Datatec's outstanding common stock. As of June 30, 2000, Glasgal beneficially owned 5.9 percent of Datatec's outstanding common stock.

2. ISSUER

Datatec Systems, Inc., a Delaware corporation with principal offices in Totowa, New Jersey, provides technology deployment services and licensing software tools. According to Datatec's Annual Report on Form 10-K for the year ended April 30, 2000, Datatec had total assets of over $55 million and shareholders' equity of over $21 million as of April 30, 2000. Datatec had 33,492,303 shares of common stock outstanding as of June 30, 2000. Datatec reported a net loss of approximately $1.6 million, or $.05 per common share, for its 2000 fiscal year. Datatec's common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act, and is listed on the NASDAQ National Market System.

B. APPLICABLE LAW

Section 13(d) of the Exchange Act and Rule 13d-1 thereunder, in relevant part, provide that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a company registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5 percent of such security, shall, within 10 days after such acquisition, file a Schedule 13D with the Commission and the appropriate Exchange.1 Rule 13d-2(a) requires that amendments to Schedule 13D be promptly filed if any material change to the facts set forth in the Schedule 13D occurs. A change of one percent or more in the reporting person's beneficial ownership of the specified securities is deemed material for the purposes of Rule 13d-2(a).

Section 16(a) of the Exchange Act requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5.

C. GLASGAL'S VIOLATIONS OF SECTIONS 13(d) and 16(a) OF THE EXCHANGE ACT AND THE RULES THEREUNDER

In connection with changes in his ownership of Datatec securities, Glasgal has failed to file two amendments to a Schedule 13D, resulting in delinquencies of more than two years and seven months and more than three years. He was also more than three months and ten months late filing two Schedule 13D amendments. In addition, Glasgal has failed to file two Forms 5, resulting in delinquencies of more than three years and four months and more than five years and four months. He also was from one week to nine months late filing sixteen Forms 4, and he failed to file two Forms 4, resulting in delinquencies of more than one year and ten months and more than two years and four months. The total value of the transactions in Datatec stock for which Glasgal filed late Forms 4 is approximately $4.49 million.

Glasgal's history of delinquency, compiled from the ownership reports he has filed with the Commission for Datatec, is set forth below:

RALPH GLASGAL

Forms 3, 4 and 5

Datatec Systems, Inc.
(formerly Glasgal Communications, Inc.)

May 2, 1994 through October 23, 2000

.

Total value late $ 4,499,510

* = Price per share rounded off.


** = Lateness calculated through October 23, 2000.

c/s = common stock
T = Timely
Disp = Disposition
N/A = Non-applicable
N/R = Non-reportable

Schedules 13D and Amendments

Datatec Systems, Inc.
(formally Glasgal Communications, Inc.)


May 11, 1994 through October 23, 2000)

Month
of
Trans.
Type No. of
Shares
Price
Per
Share
Total
$Value
Date
Due/
Date
Rec'd    
Apprx.
Yrs/Mos/
Wks. Late/Type     
Form 3
04-94 c/s 4,391,006 05-09-94 T
05-02-94
Forms 4, 5
04-95 Sale 442,478 N/A N/A 05-10-95 8m1w
01-16-96
 
FY-95 Form 5 06-14-95 5y4m1w
Not rec'd**
01-97 Other 8,778 2.78 24,403 02-10-97 5m1w
Disp 6,468 2.78 17,981 07-23-97
42,384  
03-97 Sale 200 4.00 800 04-10-97 3m1w
200 4.00 800 07-23-97
250 4.00 1,000
250 3.88 970
250 3.94 985
250 3.94 985
250 4.00 1,000
250 3.94 985
250 3.69 923
250 3.50 875
250 3.13 783
250 3.00 750
250 2.88 720
250 2.94 735
12,311
   
04-97 Sale 250 3.00 750 05-12-97 2m1w
250 3.38 845 07-23-97
250 3.38 845
250 3.13 783
250 3.00 750
250 3.13 783
250 3.13 783
250 3.50 875
150 3.25 488
250 3.13 783
250 2.88 720
250 3.38 845
250 3.13 783
250 3.13 783
250 3.25 813
250 3.13 783
250 3.06 765
250 3.06 765
250 3.00 750
200 3.06 612
250 3.06 765
250 3.06 765
16,834
 
04-97 Disp 4,800 N/A N/A 06-16-97 1m1w
by gift 07-23-97  
FY-97 Form 5 06-16-97 3y4m1w
Not rec'd
 
06-97 Buy 160,000 3.88 620,800 07-10-97 1w
07-23-97
 
07-97 Sale 500 4.03 2,015 08-11-97 9m
500 3.89 1,945 05-12-98
500 3.89 1,945
500 4.27 2,135
500 4.27 2,135
500 4.27 2,135
500 4.39 2,195
500 4.58 2,290  
500 4.77 2,385
500 4.64 2,320
500 4.46 2,230
500 3.89 1,945
25,675
 
07-97 Disp 500 N/A N/A 06-15-98 T
by gift 05-12-98
 
08-97 Sale 500 4.11 2,055 09-10-97 8m
500 4.27 2,135 05-12-98
500 4.52 2,260
500 4.14 2,070
500 4.02 2,010
500 4.39 2,195
500 4.27 2,135
500 4.14 2,070
500 4.02 2,010
500 3.96 1,980
500 3.98 1,990
500 5.52 2,760
1,000 5.42 5,420
1,000 5.36 5,360
36,450
 
09-97 Sale 1,000 5.48 5,480 10-10-97 7m
500 5.30 2,650 05-12-98
1,000 6.30 6,300
1,000 6.55 6,550
1,000 7.17 7,170
1,000 7.80 7,800
1,000 7.05 7,050
1,000 6.05 6,050
1,000 6.92 6,920
1,000 6.92 6,920
23,044 3.25 74,893
1,000 6.05 6,050
1,000 6.42 6,420
1,000 6.42 6,420
156,673
 
10-97 Sale 2,000 7.01 14,020 11-10-97 6m
2,000 7.14 14,280 05-12-98
2,000 7.07 14,140
2,000 7.45 14,900
2,000 8.20 16,400
2,000 8.13 16,260
2,000 7.95 15,900
2,000 7.57 15,140
2,000 7.26 14,520
2,000 7.57 15,140
2,000 7.45 14,900
2,000 7.57 15,140
2,000 6.82 13,640
2,000 6.76 13,520
207,900
 
10-97 Sale 160,000 7.66 1,225,600 11-10-97 8m3w
08-05-98
11-97 Sale 2,000 6.97 13,940 12-10-97 5m
2,000 6.51 13,020 05-12-98
2,000 5.89 11,780
2,000 6.00 12,000
2,000 5.89 11,780
2,000 5.23 10,460
2,000 5.04 10,080
2,000 5.32 10,640
2,000 4.98 9,960
2,000 4.70 9,400
6,468 3.25 21,021
2,000 5.20 10,400
144,481
 
12-97 Sale 2,000 5.01 10,020 01-12-98 4m
2,000 4.51 9,020 05-12-98
2,000 4.64 9,280
2,000 4.64 9,280
2,000 3.95 7,900
2,000 4.14 8,280
2,000 4.20 8,400
2,000 3.86 7,720
2,000 3.70 7,400
2,000 3.76 7,520
2,000 3.45 6,900
2,000 3.48 6,960
2,000 3.86 7,720
2,000 3.95 7,900
114,300
 
01-98 Sale 2,000 3.86 7,720 02-10-98 3m
2,000 3.95 7,900 05-12-98
1,000 4.36 4,360
1,000 4.80 4,800
2,000 5.01 10,020
2,000 4.76 9,520
2,000 3.95 7,900
2,000 4.20 8,400
2,000 4.76 9,520
2,000 4.40 8,800
2,000 4.07 8,140
2,000 3.89 7,780
2,000 3.95 7,900
102,760
 
02-98 Sale 2,000 3.82 7,640 03-10-98 2m
2,000 3.51 7,020 05-12-98
2,000 3.76 7,520
2,000 3.57 7,140
2,000 3.64 7,280
4,076 3.98 16,222
2,000 3.70 7,400
2,000 3.70 7,400
2,000 4.33 8,660
76,282
 
03-98 Sale 2,000 4.30 8,600 04-10-98 1m
2,000 4.40 8,800 05-12-98
2,000 4.34 8,680
2,000 4.46 8,920
90,000 4.50 405,000
2,000 4.50 9,000
449,000
05-98 Other 5,866 N/R N/R 06-10-98 2y4m1w
Disp Not rec'd  
06-98 Sale 6,000 4.43 26,580 07-10-98 T
2,000 4.56 9,120 07-14-98
2,000 4.63 9,260
2,000 4.68 9,360
6,000 4.25 25,500
 
07-98 Sale 6,000 4.38 26,280 08-10-98 T
2,000 3.97 7,940 08-05-98
2,000 4.03 8,060
2,000 4.06 8,120
6,000 4.38 26,280
6,000 4.25 25,500
 
08-98 Sale 3,500 3.63 12,705 09-10-98 1w
1,500 3.69 5,535 09-18-98
1,000 3.75 3,750
6,000 3.88 23,280
4,000 3.44 13,760
6,000 3.50 21,000
4,000 3.56 14,240
5,000 3.09 15,450
1,000 3.12 3,120
2,000 3.03 6,060
2,000 3.00 6,000
4,000 2.88 11,520
1,000 2.90 2,900
1,000 2.94 2,940
2,000 2.81 5,620
1,000 2.78 2,780
1,000 2.84 2,840
153,500
 
09-98 Sale 10,000 2.23 22,300 10-13-98 1w
10,000 2.00 20,000 10-21-98
10,000 2.08 20,800
1,000 2.38 2,380
1,000 2.56 2,560
2,000 2.69 5,380
2,000 2.75 5,500
2,000 3.06 6,120
3,000 3.16 9,480
1,000 3.19 3,190
2,000 2.13 4,260
1,000 2.16 2,160
1,000 2.25 2,250
1,000 2.31 2,310
1,000 2.38 2,380
315,000 2.38 749,700
85,000 2.38 202,300
10,000 1.94 19,400
1,000 2.38 2,380
1,000 2.56 2,560
1,000 2.66 2,660
1,000 2.75 2,750
1,000 3.13 3,130
2,000 3.16 6,320
1,000 3.19 3,190
1,000 2.16 2,160
1,000 2.25 2,250
1,000 2.31 2,310
1,000 2.38 2,380
1,114,560
 
11-98 Other 70,000 N/R N/R 12-10-98 1y10m1w
Disp Not rec'd
 
Date
of
Trans.
Type No. of
Shares
Event
Triggering
Amendment
Data
Due/
Date
Rec'd
Apprx.
Yrs/Mos/
Wks.Late
04-29-94 13D 4,391,006 05-11-94 T
05-16-94
 
04-30-95 13D Amendment Change 04-30-95* 10m
Items 5,6, 03-06-96
and 7
10-08-97 13D AmendmentChange in 10-08-97 3y1w
Ownership Not rec'd**
03-04-98 13D Amendment " 03-04-98 2y7m2w
Not rec'd
09-18-98 13D Amendment Change 09-18-98 3m2w
Items 4-7 01-08-99

* = For the purpose of this table, the due date for amendments
reflects the date the obligation to file the amendment arose.

** = Lateness calculated through October 23, 2000.

IV.

FINDINGS

Based on the above, the Commission finds that Glasgal violated Sections 13(d) and 16(a) of the Exchange Act, Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

V.

OFFER OF SETTLEMENT

Glasgal has submitted an Offer of Settlement in this proceeding which the Commission has determined to accept. Glasgal, in his Offer, consents to this Order making findings, as set forth above, and ordering him to cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

VI.

ORDER

Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Glasgal cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

By the Commission.

Jonathan G. Katz
Secretary

Footnotes

1 The Commission adopted amendments to Regulation 13D-G under the Exchange Act, permitting certain large shareholders to use short form Schedule 13G, rather than long form Schedule 13D, to report accumulations and changes in stock holdings. The shareholders that will be permitted to use Schedule 13G under these amendments are ones that own less than 20% and that do not have the purpose or effect of changing or influencing control of the issuer. See Release No. 34-39538, January 12, 1998 (63 Fed. Reg. 2854, January 16, 1998).

http://www.sec.gov/litigation/admin/34-43878.htm


Modified:01/30/2001