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
May 8, 2008
Date of Report (date of earliest event reported)
CET SERVICES, INC.
Exact name of Registrant as Specified in its Charter
California 000-52652 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 May 8, 2008, CET Services, Inc. (the "Company" or "CET") entered into
an Agreement and Plan of Merger by and among the Company, BioMedical
Technology Solutions, Inc., a Colorado corporation ("BMTS") and CET
Acquisition Corp., a subsidiary of CET to be formed as a Colorado corporation
("CETAC") (the "Merger Agreement").
Under the terms of the Merger Agreement, CETAC will merge into BMTS,
BMTS will become a wholly-owned subsidiary of CET, and the shareholders of
BMTS will receive shares of CET common stock in exchange for their BMTS
shares ("Merger"). The Merger Agreement further provides that CET will issue
to the shareholders of BMTS a total of approximately 78,994,826 shares of CET
common stock and will assume all of BMTS's outstanding options, warrants and
convertible debt, which convertible securities will become exercisable for
CET common stock. The exact number of shares to be issued in exchange for the
BMTS shares will be adjusted at closing so that the total number of CET
shares issued to the BMTS shareholders will represent, when issued, 94% of
the total issued and outstanding shares of CET on a fully diluted basis. The
Merger, when consummated, will result in a change in control of CET.
Subject to certain conditions, the Merger Agreement also provides for
certain ancillary transactions,("Ancillary Transactions" including (i) that
CET will change its jurisdiction of incorporation from California to Colorado
and change its name to "BioMedical Technology Solutions, Inc.", (ii) that CET
will increased its authorized capital to consist of 100,000,000 shares of
common stock and 10,000,000 shares of preferred stock, (iii) that CET will
undertake a reverse split of its outstanding securities at a future date and
on a basis determined by the Board of Directors, and (iv) that CET adopt an
Equity Incentive Plan. In addition, the directors and officers of the
combined company will be designated by BMTS, and the companies anticipate
that these individuals will consist of the officers and directors of BMTS
immediately before the Merger. The closing of the transaction contemplated by
the Merger Agreement is subject to the satisfaction of customary conditions,
including approval of the Merger and Ancillary Transactions by the
stockholders of CET, the approval of the Merger by the stockholders of BMTS.
The transaction is expected to close by June 30, 2008.
The Merger Agreement is filed as Exhibit 2.1 to this report.
BioMedical Technology Solutions, Inc. is a privately held corporation,
located in Englewood, Colorado, which sells and leases devices that convert
infectious biomedical waste into non-biohazardous material using the
patented Demolizer[R] technology which it owns. BMTS's products provide
safe, environmentally sound, biomedical waste treatment solutions for
medical, dental and veterinary offices, nursing homes, assisted living
facilities, and other health care facilities.
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 Steven H. Davis at CET at 720-875-3366 or
sdavis@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 Steven H. Davis at CET at 720-875-3377 or
sdavis@cetenv.com.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 2.1 Agreement and Plan of Merger among BioMedical Technology
Solutions, Inc., CET Services, Inc., and CET Acquisition Corp.
dated May 8, 2008. (Filed herewith electronically)
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: May 14, 2008 By: /s/ Steven H. Davis
Steven H. Davis, President and
Chief Executive Officer