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
June 13, 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 June 13, 2007, CET Services, Inc. (the "Company" or "CET") entered
into Amendment No. 1 to the 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 "Amendment"). The
Amendment removes the obligations of the Company to not solicit, initiate,
consider, encourage or accept any other proposals or offers from other
persons relating to any acquisition or purchase of all or any portion of the
capital stock of the Company. As a result, the Amendment will permit the
Company to seek alternative offers or proposals during the period prior to a
closing of the merger with Zoi. In addition, the Amendment gives CET the
right to contact representatives of certain companies with which Zoi has
ongoing relationships and requires that Zoi provide CET with weekly updates
as to the status of certain matters.
In connection with the proposed merger, CET has filed a preliminary
proxy statement for its shareholders with the SEC. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, CET'S SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE
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 10.1 Amendment No. 1 to Agreement and Plan of Merger Among Zoi
Interactive Technologies, Inc., CET Services, Inc.,
Interactive Acquisition Corporation and CET Services of
Nevada, Inc. dated June 13, 2007.
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: June 13, 2007 By: /s/ Steven H. Davis
Steven H. Davis, President and
Chief Executive Officer