maryl
17 년 전
It was a planned merger, but July 10, 2007 the agreement and plan of merger was terminated.
http://www.sec.gov/Archives/edgar/data/944627/000126327907000205/cet8k.txt
<FILENAME>cet8k.txt
<DESCRIPTION>CET SERVICES, INC. FORM 8-K JULY 10, 2007
<TEXT>
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
July 10, 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)
[ ] 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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On July 10, 2007, CET Services, Inc. (the "Company" or "CET") notified
Zoi Interactive Technologies, Inc. that the Company was terminating 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, dated as of February 16, 2007 as amended
on June 13, 2007 (the "Merger Agreement"). The Merger Agreement provided that
a newly-formed subsidiary of CET would merge into Zoi and that the
shareholders of Zoi would receive approximately 34,899,000 shares of CET
common stock in exchange for their Zoi shares. The Company determined to
exercise its right to terminate the Merger Agreement as a result of Zoi's
inability to make progress on matters necessary to complete the proposed
merger.
Under the terms of the Merger Agreement, the Company is not subject to
any termination fee or other penalty as a result of the termination of the
Merger Agreement.
Craig C. Barto, a member of CET's Board of Directors, holds 1,000,000
shares of Zoi Common Stock, and it had been expected that his son would have
become a Director of the surviving entity after the merger.
Also on July 10, 2007, the Company's Stock Purchase Agreement with
Steven Davis dated February 16, 2007 was terminated by mutual agreement. The
Stock Purchase Agreement had provided that the Company would purchase from
Mr. Davis, CET's President and Chief Executive Officer, 1,000,000 outstanding
shares of CET common stock held by Mr. Davis by transferring certain real
estate properties owned by the Company to Mr. Davis. The closing of the Stock
Purchase Agreement had been contingent on the completion of the proposed
merger with Zoi.
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: July 11, 2007 By: /s/ Steven H. Davis
Steven H. Davis, President and
Chief Executive Officer
</TEXT>
</DOCUMENT>
maryl
17 년 전
ENV merged with ZOI - was deleted from amex - now (CETR.OB)
CET Services, Inc.
http://finance.yahoo.com/q?s=CETR.OB
http://www.otcbb.com/asp/dailylist_detail.asp?mkt_ctg=OTCBB&d=07/27/2007
http://www.otcbb.com/profiles/CETR.htm
---------------------------------------------------------------
EX-99.1 2 d43792exv99w1.htm PRESS RELEASE
EXHIBIT 99.1
CET Services, Inc.
FOR IMMEDIATE RELEASE: For More Information, Contact:
February 20, 2007 Dale W. Bleck, CFO
(720) 875-3377
CET Services and ZOI Interactive Technologies Sign
Definitive Merger Agreements
CENTENNIAL, Colo. — February 20, 2007 — CET Services, Inc. (AMEX: ENV) today announced it has entered into a definitive agreement to merge with ZOI Interactive Technologies, Inc. (“ZOI”) of Nashville, TN.
Steven Davis, CEO of CET, stated, “We believe this transaction has tremendous potential to add long-term value to our shareholders. We look forward to working closely with ZOI to complete the merger as soon as practicable.” In connection with the merger, CET expects to phase out its historical property development activities over a yet undetermined period of time.
“We believe this merger will benefit both ZOI’s and CET’s shareholders,” noted ZOI CEO Michael Calderone. “Access to an AMEX-listed entity represents an ideal vehicle to showcase the value of ZOI and to enhance long-term growth potential for CET shareholders. We firmly believe this is a win-win for everyone involved.”
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. 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. The closing of the transaction contemplated by the merger agreement is subject to the satisfaction of customary conditions, including approval by the shareholders of both companies and regulatory approval. Absent unforeseen delays, the transaction is expected to close in the next three months.
About ZOI Interactive Technologies, Inc.
Headquartered in Nashville, Tennessee, ZOI is a development-stage company that designs and implements interactive, web-based content, supported by advertising and end-user revenues. ZOI’s patent-pending R.E.A.C.T. platform provides a venue for advertisers to engage active internet users over long periods of time through various applications including interactive games and lifestyle enhancement programs. R.E.A.C.T. helps advertisers offset the declining impact of traditional advertising media by developing enhanced relationships with a wide range of potential customers in a highly-controlled and traceable environment. Additional information about ZOI and its products is available online at: www.zoitec.com.
--------------------------------------------------------------------------------
About CET Services, Inc.
Founded in 1991, CET’s primary commercial focus has been property development and redevelopment, in conjunction with municipal authorities, particularly where site remediation is a material consideration in the development activity. The company is headquartered in Centennial, Colorado.
Forward looking statements
This press release includes forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. In particular, forward-looking statements include, without limitation, statements related to the timing of the completion of the proposed business combination, the growth and value that may result from the merger and the phase-out of CET’s historical business. CET has based these forward-looking statements on the current expectations, assumptions, estimates and projections. While CET believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These risks include: the risk that the combined company may not achieve the benefits expected from the transaction, which may have a material adverse effect on the combined company’s business and could result in loss of key personnel, the risk that the transaction may be completed even though material adverse changes may result from the announcement of the transaction, the risk that the combined company may not be able to develop new or exploit current products and the risk that the transaction may not be completed or that the closing of the transaction may be delayed due to failure to obtain regulatory or other approvals or the occurrence of a material adverse change in CET. These and other important factors may cause the actual results or achievements to differ materially from any future results or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.
Where to Find Additional Information about the Merger
CET intends to file a proxy statement in connection with the merger transaction. Investors and stockholders are urged to read the proxy statement when it becomes available because it will contain important information about the transaction. Investors and security holders may obtain free copies of the proxy statement and other relevant documents (when they become available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at www.sec.gov.
CET and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of CET in connection with the merger. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the proxy statement of CET as described above. Additional information regarding the directors and executive officers of CET is also included in Amendment No. 1 to CET’s Annual Report on Form 10-KSB for the year ended December 31, 2005, filed with the Securities and Exchange Commission on April 21, 2006. This document is available free of charge at the Securities and Exchange Commission’s web site at www.sec.gov and from CET by contacting Dale Bleck at CET at 720-875-3377 or dbleck@cetenv.com.
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