UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Combined Professional Services, Inc.
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(Name of Issuer)
Shares of Common Stock, $.001 Par Value
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(Title of Class of Securities)
200256-10-5
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(CUSIP Number)
Patrick J. Allin
Patron Systems, Inc.
212 West Kinzie Street
Chicago, Illinois 60610
(312) 493-2171
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 10, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
(Continued on the following pages)
SCHEDULE 13D
CUSIP No. 855905 10 5 Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Robert E. Yaw II
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7. SOLE VOTING POWER
Number of
Shares 1,000,000
Beneficially
Owned By 8. SHARED VOTING POWER
Each Reporting
Person with 6,750,000
9. SOLE DISPOSITIVE POWER
1,000,000
10. SHARED DISPOSITIVE POWER
6,750,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,750,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.93%
14. TYPE OF REPORTING PERSON
IN
Page 3 of 8 Pages
Robert E. Yaw II ("Mr. Yaw") is filing this Statement on Schedule 13D
(this "Schedule 13D") in connection with his beneficial ownership of the common
stock, par value $0.001 per share (the "Common Stock"), of Combined Professional
Services, Inc., a Nevada corporation ("the Company"). As described in this
Schedule 13D, some of the shares of Common Stock that may be deemed to be
indirectly beneficially owned by Mr. Yaw are directly beneficially owned by the
following entities: (i) Waterway Foundation, (ii) Kingsgate Foundation, (iii)
Nottingham Foundation, (iv) H.N. Foundation, (v) Wentworth Foundation, (vi) St.
Swithin Foundation, (vii) Bellini Foundation and (viii) Cloister Foundation. Mr.
Yaw expressly disclaims beneficial ownership of any shares of Common Stock other
than those shares directly beneficially owned by him. The filing of this
Schedule 13D shall not be deemed to be an admission that Mr. Yaw is, for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Schedule 13D other than those
shares of Common Stock directly beneficially owned by him.
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.001 per share, of the Company. The principal
executive offices of the Company are located at 212 West Kinzie Street, Chicago,
Illinois 60610.
Item 2. Identity and Background.
(a) - (c) This statement is being filed on behalf of Mr. Yaw. Mr. Yaw
is primarily employed as a private investor. Mr. Yaw is currently the Secretary
of the Company and of Patron Systems, Inc., a Delaware corporation and a wholly
owned subsidiary of the Company ("Patron"). Mr. Yaw is also a director of
Patron. The primary address for Mr. Yaw is P.O. Box 847, Osprey, Florida 34229.
(d) - (e) During the last five years, Mr. Yaw has not been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Mr. Yaw is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Amended and Restated Share Exchange Agreement, dated as
of October 10, 2002, between the Company and the shareholders of Patron named
therein (the "Share Exchange Agreement"), a copy of which was attached as
Exhibit 2.1 to the Company's filing on Form 8-K on October 10, 2002, and which
is incorporated herein by reference, on October 10, 2002, Mr. Yaw acquired from
the Company 1,000,000 shares of Common Stock in exchange for 1,000,000 shares of
Patron common stock.
Page 4 of 8 Pages
Also pursuant to the Share Exchange Agreement, Mr. Yaw may be deemed to
have indirectly acquired an additional 6,750,000 shares of Common Stock that
were directly acquired from the Company by the following entities: (i) Waterway
Foundation (1,250,000 shares in exchange for 1,250,000 Patron shares), (ii)
Kingsgate Foundation (1,250,000 shares in exchange for 1,250,000 Patron shares),
(iii) Nottingham Foundation (1,250,000 shares in exchange for 1,250,000 Patron
shares), (iv) H.N. Foundation (1,000,000 shares in exchange for 1,000,000 Patron
shares), (v) Wentworth Foundation (1,000,000 shares in exchange for 1,000,000
Patron shares), (vi) St. Swithin Foundation (500,000 shares in exchange for
500,000 Patron shares), (vii) Bellini Foundation (250,000 shares in exchange for
250,000 Patron shares) and (viii) Cloister Foundation (250,000 shares in
exchange for 250,000 Patron shares).
Mr. Yaw expressly disclaims beneficial ownership of any shares of
Common Stock other than those shares directly beneficially owned by him. The
filing of this Schedule 13D shall not be deemed to be an admission that Mr. Yaw
is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, the beneficial owner of any securities covered by this Schedule 13D other
than those shares of Common Stock directly beneficially owned by him.
Item 4. Purpose of Transaction.
Mr. Yaw's purpose in acquiring the shares of Common Stock reported in
Item 5(a) hereof is for investment. Mr. Yaw may purchase additional shares of
Common Stock from time to time, either in the open market or in privately
negotiated transactions. Any decision of Mr. Yaw to increase or decrease his
holdings in Common Stock will depend, however, on numerous factors, including,
without limitation, the price per share of the Common Stock, the terms and
conditions related to the purchase and sale, the prospects and profitability of
the Company, other business and investment alternatives of Mr. Yaw and general
economic and market conditions. At any time, Mr. Yaw may determine to dispose of
some or all of his holdings of Common Stock depending on those and other
considerations.
Mr. Yaw is aware that Patron in connection with the share exchange has
requested that the Company consider a reincorporation merger, pursuant to which
the Company may be merged with and into Patron, with Patron as the surviving
corporation. In connection with such a reincorporation merger, there could be
changes in the composition of the board of directors of the Company, material
changes in the present capitalization of the Company or changes in the Company's
charter or bylaws. Mr. Yaw is aware that the Company intends to grow through the
acquisition of software providers, although there can be no guarantee of the
consummation of such acquisitions.
Except as set forth above, Mr. Yaw does not have any plans or proposals
that relate to or would result in: (i) the acquisition by any person of
additional securities of the Company or the disposition of securities of the
Company; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company; (iii) a sale or transfer
of a material amount of assets of the Company; (iv) any change in the present
board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present
Page 5 of 8 Pages
capitalization or dividend policy of the Company; (vi) any other material change
in the Company's business or corporate structure; (vii) changes in the Company's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (viii) causing a
class of securities of the Company to be delisted from a national securities
exchange or cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association; (ix) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock to which this
Schedule 13D relates is 7,750,000 shares, representing 25.93% of the 29,888,888
outstanding shares of Common Stock. Mr. Yaw directly beneficially owns 1,000,000
of these shares, representing 3.35% of the outstanding shares. Mr. Yaw may be
deemed to indirectly beneficially own an additional 6,750,000 shares,
representing 22.58% of the outstanding shares, that are directly beneficially
owned by the following entities: (i) Waterway Foundation (1,250,000 shares,
4.18% of the outstanding shares), (ii) Kingsgate Foundation (1,250,000 shares,
4.18% of the outstanding shares), (iii) Nottingham Foundation (1,250,000 shares,
4.18% of the outstanding shares), (iv) H.N. Foundation (1,000,000 shares, 3.35%
of the outstanding shares), (v) Wentworth Foundation (1,000,000 shares, 3.35% of
the outstanding shares), (vi) St. Swithin Foundation (500,000 shares, 1.67% of
the outstanding shares), (vii) Bellini Foundation (250,000 shares, 0.84% of the
outstanding shares) and (viii) Cloister Foundation (250,000 shares, 0.84% of the
outstanding shares). Mr. Yaw expressly disclaims beneficial ownership of any
shares of Common Stock other than those shares directly beneficially owned by
him. The filing of this Schedule 13D shall not be deemed to be an admission that
Mr. Yaw is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Schedule 13D other than those shares of Common Stock directly beneficially owned
by him.
(b) Mr. Yaw has the sole power to vote or to direct the vote, and the
sole power to dispose or to direct the disposition of, those shares of Common
Stock reported as being directly beneficially owned by him in Item 5(a) hereof.
Mr. Yaw has (together with the direct beneficial owner thereof) the shared power
to dispose or to direct the disposition of, those shares of Common Stock
reported as being indirectly beneficially owned by him in Item 5(a) hereof.
(c) Mr. Yaw's only transaction in shares of Common Stock during the
past 60 days was the consummation of the share exchange pursuant to the Share
Exchange Agreement described in Item 3 hereof.
(d) Not applicable.
(e) Not applicable.
Page 6 of 8 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than the Share Exchange Agreement described in Item 3 hereof, Mr.
Yaw has not entered into any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of the Company.
Page 7 of 8 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit No. Exhibit Page
2.1 Amended and Restated Share Exchange
Agreement, dated as of October 10,
2002, among Combined Professional
Services, Inc., Patron Systems, Inc.
and the Patron Stockholders, as
defined therein (previously filed as
Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the
Securities and Exchange Commission
on October 10, 2002 and incorporated
herein by reference).
Page 8 of 8 Pages
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 19, 2002
ROBERT E. YAW II
By: /s/ Robert E. Yaw II
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