SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
February 16, 2007
Date of Report (date of earliest event reported)
CET 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
12503 E. Euclid Dr. #30, Centennial, CO 80111
Address of Principal Executive Offices, Including Zip Code
(720) 875-9115
Registrant's Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 16, 2007, CET Services, Inc. (the "Company" or "CET")
entered into an Agreement and Plan of Merger by and among the Company,
Interactive Acquisition Corporation, a Nevada corporation and wholly owned
subsidiary of the Company, Zoi Interactive Technologies, Inc. ("ZOI"), and
CET Services of Nevada, Inc., a Nevada Corporation (the "Merger Agreement").
Under the terms of the Merger Agreement, a newly-formed subsidiary of
CET will merge into ZOI, ZOI will become a wholly-owned subsidiary of CET,
and the shareholders of ZOI will receive shares of CET common stock in
exchange for their ZOI shares ("Merger"). The Merger Agreement further
provides that CET will issue to the shareholders of ZOI a total of
approximately 34,899,000 shares of CET common stock and will assume all of
ZOI's outstanding options, warrants and convertible debt, which convertible
securities will become exercisable for CET common stock.
In connection with the execution of the Merger Agreement, CET entered
into a Stock Repurchase Agreement to purchase from Steven H. Davis, CET's
Chief Executive Officer, 1,000,000 outstanding shares of CET common stock
held by Mr. Davis. CET would pay for the shares by transferring certain real
estate properties to Mr. Davis.
If the repurchase of shares from Mr. Davis is completed, CET's
shareholders will hold approximately 4.55 million shares in the combined
entity. CET and ZOI anticipate that CET will consummate a reverse stock split
in connection with the Merger, which will proportionately adjust the CET
share numbers provided herein.
Subject to certain conditions, the Merger Agreement provides that CET
will change its jurisdiction of incorporation from California to Nevada. In
addition, the directors and officers of the combined company will be
designated by ZOI, and the companies anticipate that these individuals will
consist of the officers and directors of ZOI immediately before the Merger.
The transaction has been approved by the Boards of both companies. The
closing of the transaction contemplated by the Merger Agreement is subject to
the satisfaction of customary conditions, including approval by the
stockholders of both companies and holders of no more than 5% of the
outstanding shares of CET common stock having exercised dissenters' right
with respect to their shares by virtue of the Merger. Absent unforeseen
delays, the transaction is expected to close during the second quarter of
2007.
Simultaneously with the execution of the Merger Agreement, on February
16, 2007, Steven H Davis, the Chief Executive Officer of CET who holds
approximately 21% of the outstanding CET common stock, entered into a voting
agreement with ZOI. Under the terms of the voting agreement, Mr. Davis agreed
to vote his shares in favor of the Merger, the Merger Agreement and the
transactions contemplated thereby.
Craig C. Barto, a member of CET's Board of Directors, holds 1,000,000
shares of Zoi Common Stock, which we expect will be convertible into between
1,500,000 and 1,600,000 shares of CET common stock upon consummation of the
Merger.
The Merger Agreement provides that as a condition to closing that each
of the Company's executive officers will enter into a severance agreement
with the Company under which each executive officer will be paid an amount
equal to six months' salary. The executive officers include Steven H. Davis,
Dale W. Bleck and Ann Heckler.
The Merger Agreement is filed as Exhibit 2.1 to this report.
The Company issued a press release dated February 20, 2007 concerning
the proposed Merger. A copy of the press release is filed as Exhibit 99.1 to
this report.
In connection with the proposed merger, CET will prepare a proxy
statement for its shareholders to be filed with the SEC. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, CET'S SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The Proxy Statement will be available free of charge (when
available) at the SEC's website, www.sec.gov, and shareholders of CET will
also be able to obtain the proxy statement free of charge (when available) by
directing their requests to Dale Bleck at CET at 720-875-3377 or
dbleck@cetenv.com.
CET and its directors and executive officers may be deemed, under SEC
rules, to be soliciting proxies from CET's shareholders in favor of the
proposed Merger. Information regarding the identity of these persons, and
their interests in the solicitation, will be set forth in a proxy statement
to be filed with the SEC, and will be available free of charge (when
available) at the SEC's website, www.sec.gov, and shareholders of CET will
also be able to obtain the proxy statement free of charge (when available) by
directing their requests to Dale Bleck at CET at 720-875-3377 or
dbleck@cetenv.com.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 2.1 Agreement and Plan Of Merger among Zoi Interactive
Technologies, Inc., CET Services, Inc., Interactive Acquisition
Corporation and CET Services Of Nevada, Inc. dated February 16,
2007. (1)
Exhibit 99.1 Press Release dated February 20, 2007. (2)
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(1) Filed herewith electronically.
(2) Previously filed.
SIGNATURE
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 SERVICES, Inc.
(Registrant)
Date: February 22, 2007 By: /s/ Dale W. Bleck
Dale W. Bleck, Chief Financial Officer