1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 - K CURRENT REPORT Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 15, 1996 --------------------- C.H. Heist Corp. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) New York 0-7907 16-0803301 - ---------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 810 North Belcher Road, Clearwater, Florida 34625 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (813) 461-5656 ----------------------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Total Number of Pages: 44 Exhibit Index: 3 2 Item 2: Acquisition or Disposition of Assets On September 15, 1996, Ablest Service Corp. ("Ablest") a wholly owned subsidiary of C.H. Heist Corp. ("Company"), purchased certain assets, primarily customer and employee lists, from Tech Resource, Inc. ("Tech Resource") a Georgia Corporation, and its shareholder. The terms of the transaction also provided that the selling shareholder not compete with Ablest for a period of three years beginning with his termination of employment at Ablest. The aggregate purchase price was $1,500,000, of which $1,000,000 was in cash and $500,000 in the form of a one year promissory note. The source of the funds used by Ablest was $1,000,000 from it operating cash account. The amount of the purchase price was determined through negotiations and is expected to be assigned primarily to the estimated fair value of the intangible assets acquired. Tech Resource is engaged in a staffing service business concentrating in the Computer and Information Technology areas located in Atlanta, Georgia. Ablest intends to continue operating Tech Resource as an integral part of its own business. (2) 3 Item 7: Financial Statements, Pro Forma Information and Exhibits (a), (b) Separate, audited financial statements and pro forma statements for Tech Resource are not required, as Tech Resource does not qualify as a significant subsidiary to the Company as defined in Article 1.02 of Regulation S-X. (c) Exhibit Pages Ex-1 Asset Purchase Agreement between Ablest, Tech Resource and Britt D. Ehrhardt dated September 15, 1996. A1-A30 Ex-10.1 Promissory Note B1-B4 Ex-10.2 Employment Agreement C1-C4 Ex-10.3 Restrictive Agreement D1-D3 (3) 4 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, thereunto duly authorized. Dated: September 23, 1996 C. H. Heist Corp. --------------------------- (Registrant) /s/ John L. Rowley --------------------------- John L. Rowley Vice President-Finance (Chief Financial and Accounting Officer) (4)