-----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, MHhVRjC1in7q0ZaBNqY+QkwYed9SrUyefMxA1yflPPTg3CsmmBuiMcCgJCuhwNg5 BHYPMr3bkaavSitbybCbaw== 0000901309-01-000089.txt : 20010313 0000901309-01-000089.hdr.sgml : 20010313 ACCESSION NUMBER: 0000901309-01-000089 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010312 EFFECTIVENESS DATE: 20010312 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: S-8 SEC ACT: SEC FILE NUMBER: 333-56900 FILM NUMBER: 1566525 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 S-8 1 0001.txt REGISTRATION STATEMENT OF FORM S-8 As filed with the Securities and Exchange Commission on March 7, 2001 Registration No. 333 - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- TEKINSIGHT.COM, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 95-4228470 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 18881 Von Karman Avenue, Suite 250 Irvine, California 92612 (Zip Code) 1994 STOCK OPTION PLAN (Full Title of the Plan) Peter W. Rothberg Nixon Peabody LLP 437 Madison Avenue, New York, New York 10022 (Name and Address of Agent For Service) Telephone No.: (212) 940-3000 / Facsimile No.: (212) 940-3111 (Telephone Number, Including Area Code, of Agent For Service) -------------
- ------------------------------------------------------------------------------------------------------------------------ CALCULATION OF REGISTRATION FEE - ---------------------------------- --------------------- -------------------- ---------------------- ------------------- Proposed Maximum Proposed Maximum Title Of Securities Amount To Be Offering Price Aggregate Offering Amount Of To Be Registered Registered (1) Per Share (2) Price (2) Registration Fee - ---------------------------------- --------------------- -------------------- ---------------------- ------------------- Series A Convertible Preferred Stock, $.0001 par value 172,277 $1.9375 $333,786.69 $83.45 - ---------------------------------- --------------------- -------------------- ---------------------- ------------------- (1) Represents (i) 172,277 shares issuable upon the exercise of options granted under the 1994 Stock Option Plan, and (ii) pursuant to Rule 416(a) of the Securities Act of 1933, such indeterminate number of shares as may be issued by reason of any stock split, stock dividend, recapitalization or similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of TekInsight preferred stock. (2) Estimated in accordance with Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of our preferred stock as reported on the Nasdaq Stock Market's Small Cap Market on March 5, 2001.
-2- PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS On August 14, 2000, TekInsight.Com, Inc. acquired Data Systems Network Corporation. TekInsight entered into a definitive agreement to acquire Data Systems on February 18, 2000. According to the terms of the merger agreement, Data Systems was merged with and into TekInsight Services, Inc., a wholly owned subsidiary of TekInsight. The shareholders of TekInsight and Data Systems approved the merger on August 9, 2000. This registration statement relates to the 1994 Stock Option Plan, as amended and restated in April 1997 (the "Plan"), which was originally sponsored by Data Systems. Since 1994, Data Systems has made grants to its employees of options pursuant to the Plan, some of which remain outstanding. Data Systems previously filed a registration statement on Form S-8 covering the shares of its common stock issuable pursuant to the Plan. Pursuant to the terms of the merger agreement, TekInsight adopted sponsorship of the Plan as of the time of the merger on August 14, 2000. At that time, the options outstanding under the Plan were automatically modified such that each outstanding option now represents the right to purchase 0.392 shares of Series A Convertible Preferred Stock, par value $.0001 per share, of TekInsight. Thus, the 440,982 options issued by Data Systems and outstanding under the Plan are now options to acquire 172,277 shares of TekInsight preferred, subject to certain adjustments described in the Plan. This registration statement on Form S-8 relates to shares of TekInsight preferred stock that may be issued upon the exercise of currently outstanding options granted under the Plan. No further options will be issued under the Plan. Additional information required to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 of the Securities and Exchange Commission, issued under the Securities Act of 1933, and the Note to Part I of Form S-8. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. The following documents that have been filed by TekInsight with the Securities and Exchange Commission are incorporated herein by reference: (1) Our annual report on Form 10-K for the fiscal year ended June 30, 2000. (2) Our amendment to annual report on Form 10-K/A dated October 27, 2000. (3) The quarterly report of Data Systems on Form 10-Q for the quarter ended June 30, 2000. (4) Our quarterly report on Form 10-Q for the quarter ended September 30, 2000. (5) Our current report on Form 8-K dated August 24, 2000. (6) Our amendment to current report on Form 8-K/A dated October 27, 2000. (7) Our quarterly report on Form 10-Q for the quarter ended December 31, 2000. (8) Our amendment to annual report on Form 10-K/A dated February 23, 2001. (9) The Joint Proxy Statement/Prospectus forming a part of our Registration Statement on Form S-4 (registration no. 333-36044) filed with the Securities and Exchange Commission on July 13, 2000. (10) The description of our Common Stock, par value $.0001 per share, contained in the Prospectus forming a part of our Registration Statement on Form S-1 (registration no. 33-50426) filed with the Securities and Exchange Commission on December 14, 1992. (11) The description of our Series A Convertible Preferred Stock, par value $.0001 per share, contained in our Registration Statement on Form 8-A dated July 10, 2000. We are also incorporating by reference in this registration statement all reports and other documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold. These reports and documents will be incorporated by reference in and considered to be a part of this registration statement as of the date of filing of such reports and documents. Any statement contained in this registration statement or in a document which is incorporated by reference herein will be modified or superseded for purposes of this registration statement to the extent that a statement in any document that we file after the date of this registration statement that also is incorporated by reference herein modifies or supersedes such prior statement. Any such statement so modified or superseded will not, except as so modified or superseded, constitute a part of this registration statement. ITEM 4. Description of Securities. Not applicable. -2- ITEM 5. Interests of Named Experts and Counsel. The validity of the securities offered hereby will be passed upon by Nixon Peabody LLP, New York, New York, counsel for TekInsight. Certain attorneys with Nixon Peabody currently have beneficial ownership, in the aggregate, of less than one percent of TekInsight's capital stock. ITEM 6. Indemnification of Officers and Directors. Article Seventh of TekInsight's Certificate of Incorporation specifically provides that no director of TekInsight shall be personally liable to TekInsight or any or its shareholders for damages for any breach of duty in such capacity except if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of the law, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or that his acts violated specific provisions of the Delaware General Corporation Law. Article Ninth of TekInsight's Certificate of Incorporation provides that TekInsight enjoys all of the general or specific powers or rights conferred under the Delaware General Corporation Law to furnish indemnification to its directors and officers, and that such directors and officers enjoy all rights of indemnification as are conferred upon persons serving in such capacity under the Delaware General Corporation Law. ITEM 7. Exemption from Registration Claimed. Not applicable. ITEM 8. Exhibits See Exhibit Index. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. II-2 -3- (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Irvine, State of California on this 6th day of March, 2001. TEKINSIGHT.COM, INC. By:/s/James Linesch ------------------------------------------- James Linesch, Executive Vice President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven J. Ross and Arion Kalpaxis, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and any and all amendments (including post-effective amendments) to this registration statement and to any registration statement filed pursuant to Rule 462(b), and to file same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. NAME TITLE DATE /S/ STEVEN J. ROSS President, Chief Executive - ---------------------------- Officer and Director Steven J. Ross March 6, 2001 /S/ ALEXANDER KALPAXIS Chairman of the Board, Chief - ---------------------------- Technology Officer and Director Alexander Kalpaxis March 6, 2001 /S/ JAMES LINESCH Chief Financial Officer, Chief - ---------------------------- Accounting Officer, Executive James Linesch Vice President, Secretary and March 6, 2001 Director II-4 -5- NAME TITLE DATE - ---------------------------- Walter J. Aspatore Director March 6, 2001 - ---------------------------- Brian D. Bookmeier Director March 6, 2001 - ---------------------------- Michael Grieves Director March 6, 2001 /S/ DAMON TESTAVERDE - ---------------------------- Damon Testaverde Director March 6, 2001 II-5 -6- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION LOCATION 4.1 1994 Stock Option Plan (as amended Incorporated by reference to Item and restated April 1997) 10.3(c) of the Quarterly Report on Form 10-Q of Data Systems Network Corporation filed with the Securities and Exchange Commission on August 15, 1997. 5.1 Opinion of Nixon Peabody LLP Filed herewith. 23.1 Consent of Nixon Peabody LLP Contained in opinion filed as Exhibit 5.1 to this Registration Statement. 23.2 Consent of Feldman Sherb & Co., P.C. Filed herewith 23.3 Consent of Grant Thornton LLP Filed herewith. 23.4 Consent of Plante & Moran, LLP Filed herewith. 24 Power of Attorney Included on the signature page of this registration statement. II-6 EX-5 2 0002.txt EXHIBIT 5.1 OPINION OF NIXON PEABODY LLP EXHIBIT 5.1 OPINION OF NIXON PEABODY LLP January 26, 2001 TekInsight.Com, Inc. 5 Hanover Square, 24th Floor New York, New York 10004 Ladies and Gentlemen: We have acted as counsel to TekInsight.Com, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company on or about the date hereof with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), for the purpose of registering with the SEC an aggregate of 172,277 shares (the "Shares") of the Series A Convertible Preferred Stock of the Company, par value $.0001 per share (the "Preferred Stock"), consisting of: (i) 172,277 shares of the Preferred Stock issuable upon the exercise of options originally granted by Data Systems Network Corporation., a Michigan corporation ("Data Systems"), which was merged with and into TekInsight Services, Inc., a Delaware corporation, which is a wholly owned subsidiary of the Company, under the Data Systems 1994 Stock Option Plan, as amended and restated in April 1997 (the "Plan"), which Plan has been assumed by the Company, and (ii) pursuant to Rule 416(a) of the Securities Act of 1933, such indeterminate number of shares as may be issued by reason of any stock split, stock dividend, recapitalization or similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Preferred Stock. This opinion is being delivered to you in connection with the Registration Statement. In connection with the foregoing, we have examined, among other documents, copies of the following: (i) the Registration Statement, (ii) the Certificate of Incorporation of the Company, as amended to the date hereof (iii) the By-laws of the Company, as amended to the date hereof, and (iv) the Plan. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, agreements and such other instruments and certificates of officers of the Company, and have made such investigations of law, as, in our experience, are necessary or appropriate as a basis for the opinions expressed below. As to questions of fact material to our opinions expressed herein, we have, when relevant facts were not independently established, relied upon certificates of, and information received from, the Company and/or representatives of the Company. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company and/or representatives of the Company and do not opine as to the accuracy of such factual matters. We also have relied, without investigation, upon certificates and other documents from, and conversations with, public officials. TekInsight.Com, Inc. January 26, 2001 Page 2 In addition, we have assumed that, at or prior to the time of issuance and sale of any of the Shares: (i) no stop order shall have been issued in respect of the Registration Statement, (ii) there shall not have occurred, since the date of this opinion, any change in law affecting the validity of the Shares or the ability or the capacity of the Company to issue any of the Shares, and (iii) the Company shall not have effected any material change to its Certificate of Incorporation or By-laws. Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than the laws of the State of New York and the constitution and General Corporation Law of the State of Delaware. Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, and after (a) the Registration Statement has become effective under the Act and assuming that such effectiveness remains in effect throughout the period during which shares of Preferred Stock are issued pursuant to the Plan, (b) the shares of Preferred Stock to be issued pursuant to the Plan have, if required, been duly qualified or registered, as the case may be, for sale under applicable state securities laws and all applicable securities laws are complied with, (c) all necessary action by the shareholders of the Company and the Board of Directors or a duly designated committee of the Board of Directors of the Company shall have been taken to duly authorize the Plan and the issuance of options, other rights and Preferred Stock to be issued pursuant to the Plan (the "Corporate Action"), and (d) the options, other rights and shares of Preferred Stock to be issued pursuant to the Plan have been delivered pursuant to and in accordance with the terms of the Plan and related agreements and instruments against payment therefor in accordance with the terms of the relevant Corporate Action, the Plan and related agreements and instruments, we are of the opinion that the 172,277 shares of Preferred Stock issuable pursuant to the Plan, and an indeterminate number of shares of Preferred Stock as may be issued by reason of any stock split, stock dividend, recapitalization or similar transaction, will have been duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC. We further consent to the filing of this opinion as an exhibit to applications to the securities commissioners of the various states of the United States of America, to the extent so required, in connection with the registration of the shares of Preferred Stock. TekInsight.Com, Inc. January 26, 2001 Page 3 This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are rendered as of the date hereof, and we disclaim any undertaking to advise you of changes in law or fact which may affect the continued correctness of any of our opinions as of a later date. Very truly yours, /s/ Nixon Peabody LLP --------------------------- EX-23 3 0003.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 15, 1999 relating to the financial statements and schedules of TekInsight.Com, Inc. (formerly Tadeo Holdings, Inc.) and its Subsidiaries, which appear the Annual Report on Form 10-K of TekInsight.Com, Inc. for the year ended June 30, 2000 and which are incorporated by reference into the Joint Proxy Statement/Prospectus contained in Amendment No. 1 to the Registration Statement on Form S-4 (registration no. 333-36044) of TekInsight.Com, Inc. We also consent to the reference to us under the heading "Experts" in such Registration Statement on form S-8. /s/ FELDMAN SHERB & CO., P.C. -------------------------------- January 26, 2001 New York, New York EX-23 4 0004.txt EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 14, 2000 relating to the financial statements and schedules of Data Systems Network Corporation, which appear in the Joint Proxy Statement/Prospectus contained in Amendment No. 1 to the Registration Statement on Form S-4 (registration no. 333-36044) of TekInsight.Com, Inc. We also consent to the reference to us under the heading "Experts" in such Registration Statement on form S-8. /s/ GRANT THORNTON LLP ------------------------- February 22, 2001 Southfield, Michigan EX-23 5 0005.txt EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 20, 1998 relating to the financial statements and schedules of Data Systems Network Corporation, which appear in the Joint Proxy Statement/Prospectus contained in Amendment No. 1 to the Registration Statement on Form S-4 (registration no. 333-36044) of TekInsight.Com, Inc. We also consent to the reference to us under the heading "Experts" in such Registration Statement on form S-8. /s/ PLANTE & MORAN, LLP ------------------------ January 23, 2001 Southfield, Michigan -----END PRIVACY-ENHANCED MESSAGE-----