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 ) April 28, 1997
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)
Exhibit Index: 3
2
Item 2: Acquisition or Disposition of Assets
On April 28, 1997, Ablest Service Corp. ("Ablest") a wholly owned
subsidiary of C.H. Heist Corp. ("Company"), acquired the staffing service
business of Solution Source, Inc., a Georgia corporation, ("Solution Source")
pursuant to an Asset Purchase Agreement ("Purchase Agreement"). Ablest intends
to combine the Solution Source business with its recently established Tech
Resource division ( collectively the "Tech Resource Group"). The Tech Resource
Group will continue to operate in the Atlanta, Georgia market.
Pursuant to the Purchase Agreement, Ablest purchased certain assets,
primarily customer and employee lists, of Solution Source for $1.3 million paid
in cash at closing and agreed to pay additional consideration not to exceed
$675,000 over the next three years based on certain goals for earnings before
interest and taxes of the Tech Resource Group for fiscal years 1997, 1998 and
1999. The purchase price was determined through negotiations and is expected to
be assigned primarily to the estimated fair value of the intangible assets
acquired. Ablest used funds available to it under its revolving line of credit
to fund the $1.3 million paid at closing.
The two shareholders of Solution Source and Ablest have entered into
three year employment agreements providing for certain base and incentive
compensation. Each shareholder of Solution Source has also agreed not to compete
with Ablest for five years from, the date of closing as well as during the time
that he is employed by Ablest.
(2)
3
Item 7: Financial Statements, Pro Forma Information and Exhibits
(a), (b) Separate, audited financial statements and pro forma
statements for Solution Source were not available at the time
of this filing and will be filed under cover of Form 8 within
60 days.
(c) Exhibits Pages
(1) Asset Purchase Agreement between Ablest, Solution Source , Inc. , and it's A1-A29
Shareholders dated April 25, 1997.
(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: May 7, 1997
-----------
C. H. Heist Corp.
-----------------------------------
(Registrant)
/s/ Mark P. Kashmanian
-----------------------------------
Mark P. Kashmanian
Treasurer, Chief Accounting Officer
(4)