-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJnrFVK9z5PU+ZwcAkcMf77bAeBfz45eStJirRy3jgl5zoRct0PtDq5popIMyTI/ Xsn4l9O7w/XKJo3k9ZRhwg== 0000930413-05-006437.txt : 20050902 0000930413-05-006437.hdr.sgml : 20050902 20050902171440 ACCESSION NUMBER: 0000930413-05-006437 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050902 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20050902 DATE AS OF CHANGE: 20050902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERTIFIED SERVICES INC CENTRAL INDEX KEY: 0001118326 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 880444079 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31527 FILM NUMBER: 051068583 BUSINESS ADDRESS: STREET 1: 4850 W FLAMINGO RD STREET 2: #23 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 7023142805 MAIL ADDRESS: STREET 1: 4850 W. FLAMINGO ROAD STREET 2: #23 CITY: LAS VEGAS STATE: NV ZIP: 89103 8-K 1 c39036_8k.txt UNITED STATES 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 SEPTEMBER 2, 2005 Date of Report (Date of earliest event reported) CERTIFIED SERVICES, INC. (Exact name of Registrant as specified in charter) NEVADA 0-31527 88-0444079 ------ --------- ---------- (State or other jurisdiction (Commission File (IRS. Employer of incorporation) Number) Identification Number) 5101 NW 21ST AVENUE, SUITE 350, FT. LAUDERDALE, FL 33309 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954) 677-0202 ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On September 2, 2005, we sold approximately 90% of our PEO business. The sale was effected through the sale of either the stock or customer contracts of our primary operating companies (other than Certified HR Services Company). The buyer was O2 HR, LLC, a privately owned Illinois limited liability company. The deemed purchase price is $14,282,318, comprised of $7,740,859 cash payable over 5 years and assumption of $6,541,459 of our debts. We have suffered a substantial loss of client business over the last several months due to the combined effects of the CNA litigation against us, and the failure of our former principal workers' compensation insurer, Union American Insurance 1 Company. UAIC went into receivership in late 2004, obtained a judgment against one of our principal operating subsidiaries, and forced us to seek the protection of Chapter 11 of the Federal Bankruptcy Code for that subsidiary. The reputation damage in the industry, loss of key employees, legal challenges, and creditor pressures we have experienced have made it an economic necessity to pursue this sale, whose terms include an escrow of the sales proceeds for the benefit of secured creditors. ITEM 7(c) EXHIBITS [to be filed by amendment] Purchase Agreement between Registrant and O2 HR, LLC dated September 2, 2005. Customer Assignment between Certified HR Services Company II and O2 HR, LLC dated September 2, 2005. Customer Assignment between Certified Staffing Services Corporation and O2 HR, LLC dated September 2, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 2, 2005 CERTIFIED SERVICES, INC. By: /s/ Danny L. Pixler ----------------------- Name: Danny L. Pixler Title: President 2 -----END PRIVACY-ENHANCED MESSAGE-----