1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ________________________ Date of Report (Date of earliest event reported) December 14, 1998 ----------------- CENTURY BUSINESS SERVICES, INC. ------------------------------- (Exact name of registrant as specified in its charter) Delaware 22-2769024 -------- ---------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 0-25890 ------- (Commission File Number) 6480 Rockside Woods Blvd., South, Suite 330 Cleveland, Ohio 44131 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (216) 447-9000. -------------- 2 Item 5. Other Events On December 14, 1998, the Registrant announced the reorganization of its top management team. A copy of the press release is attached as Exhibit 99.1 hereto. In connection with the reorganization, Gregory J. Skoda's position as Executive Vice President was eliminated and he resigned as a Director of the Company. On December 31, 1998, the Registrant's Board of Directors approved in an Action By Unanimous Written Consent In Lieu of Meeting the addition of 1,500,000 options to the Amended and Restated 1996 Employee Stock Option Plan (the "Plan"), the reservation of 1,500,000 shares of the Registrant's Common Stock for issuance on exercise of such options and the amendment of the Plan to reflect that the total number of shares which may be purchased from the Registrant under the Plan is 4,000,000. A copy of the amended Plan is attached as Exhibit 99.2 hereto. Item 7. Exhibits The following documents are filed as part of this report. c) Exhibits 99.1 Press Release issued by the Registrant on December 14, 1998 99.2 Amended and Restated 1996 Employee Stock Option Plan 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. CENTURY BUSINESS SERVICES, INC. Date: January 12, 1999 /s/ Charles D. Hamm, Jr. --------------------------- Charles D. Hamm, Jr. Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - --- ------------------------------------------------------------- 99.1 Press Release issued by the Registrant on December 14, 1998 99.2 Century Business Services, Inc. Amended and Restated 1996 Employee Stock Option Plan