SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
December 17, 1998
------------------------------------------------
Date of Report (date of earliest event reported)
CET ENVIRONMENTAL SERVICES, INC.
----------------------------------------------------
Exact name of Registrant as Specified in its Charter
California 1-13852 33-0285964
- --------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
7670 South Vaughn Court, Englewood, Colorado 80112
------------------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(303) 708-1360
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 17, 1998, CET Environmental Services, Inc. (the "Company")
sold all of the stock of Water Quality Management Corporation ("WQM"), a
wholly-owned subsidiary, to AquaSource Services and Technologies, Inc., a
subsidiary of AquaSource, Inc., pursuant to the terms of a Stock Purchase
Agreement (the "Agreement"). The Company sold this subsidiary for $12,500,000
of which $11,250,000 was paid in cash at the time of closing. The Company
will receive, within 90 days after the closing date, the remaining $1,250,000
which amount shall be adjusted by the net working capital or working capital
deficit as of December 1, 1998, as determined under the terms of the
Agreement.
WQM is engaged in the operation and maintenance of municipal and
industrial water and wastewater treatment facilities. The Company acquired
this subsidiary in August 1997. H20 Construction and Maintenance, Inc.
("H20") is a wholly-owned subsidiary of WQM acquired in January 1998. H20 is
engaged in the construction, operation and maintennace of water and wastewater
treatment, collection and distribution facilities. H20 provides services to
both public and private sector clients.
As a result of the sale of its WQM subsidiary, the Company is no longer
engaged in water and wastewater treatment operations. The Company will
continue its environmental remediation, industrial services and government
programs business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial
information will be filed by amendment.
(c) EXHIBITS. The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------- ----------- --------
10.1 Stock Purchase Agreement Filed herewith electronically
with AquaSource Services
and Technologies, Inc.
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.
CET ENVIRONMENTAL SERVICES, INC.
Dated: January 4, 1999 By:/s/ Steven H. Davis
Steven H. Davis, President
2