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
Date of report (Date of earliest event reported): October 7, 2002
COMBINED PROFESSIONAL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 0-25675 88-0346441
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
212 West Kinzie Street, Chicago, Illinois 60610
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 493-2171
433 Plaza Real, Suite 275, Boca Raton, Florida 53703
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On October 10, 2002, Combined Professional Services, Inc. (the
"Corporation") completed its share exchange with the stockholders of Patron
Systems, Inc., a Delaware corporation ("Patron"). On that date, the Corporation
exchanged its shares of common stock on a one-for-one basis for all of the
outstanding common stock of Patron pursuant to an Amended and Restated Share
Exchange Agreement, dated as of October 10, 2002 (the "Agreement"), among the
Corporation, Patron and the stockholders of Patron, which agreement is attached
hereto as Exhibit 2.1 and amends and restates a Share Exchange Agreement entered
into by the same parties as of September 27, 2002 to reflect certain
inaccuracies relating to Patron share issuances and to more fully reflect the
terms of the transaction. Patron is now a wholly-owned subsidiary of the
Corporation. A joint press release of the Corporation and Patron issued on
October 10, 2002 announcing the completion of the exchange is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are included with this Report:
Exhibit
Number Exhibit Description
2.1 Amended and Restated Share Exchange Agreement, dated as of October 10,
2002, among Combined Professional Services, Inc., Patron Systems, Inc.
and the holders of the issued and outstanding capital stock of Patron
Systems, Inc.
99.1 Joint press release of Combined Professional Services, Inc. and Patron
Systems, Inc. issued on October 10, 2002.
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.
COMBINED PROFESSIONAL SERVICES, INC.
Date: October 10, 2002 By: /s/ Patrick J. Allin
----------------------------------
Name: Patrick J. Allin
Title: Chief Executive Officer
3