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)
Page 2 of 7 Pages
CUSIP NO. 855905 10 5
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Brett Newbold
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
Idaho
7. SOLE VOTING POWER
Number of
Shares 2,400,000
Beneficially
Owned By 8. SHARED VOTING POWER
Each
Reporting 2,600,000
Person With:
9. SOLE DISPOSITIVE POWER
2,400,000
10. SHARED DISPOSITIVE POWER
2,600,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.73%
14. TYPE OF REPORTING PERSON
IN
Page 3 of 7 Pages
Brett Newbold ("Mr. Newbold") 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. Newbold are directly beneficially owned by
the following entity: Newbold, Inc. Mr. Newbold 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. Newbold 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. Newbold. Mr.
Newbold is presently employed as CTO and President - Technology Products of the
Company and of Patron Systems, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("Patron"). Mr. Newbold is also a director of Patron.
The business address of Mr. Newbold is 3488 Ward Road, Cambridge, Idaho 83610.
(d) - (e) During the last five years, Mr. Newbold 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. Newbold 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. Newbold acquired from
the Company 2,400,000 shares of Common Stock in exchange for 2,400,000 shares of
Patron common stock.
Also pursuant to the Share Exchange Agreement, Mr. Newbold may be
deemed to have indirectly acquired an additional 2,600,000 shares of Common
Stock that were directly acquired from the Company by the following entity:
Newbold, Inc. (2,600,000 shares in exchange for 2,600,000 Patron shares).
Page 4 of 7 Pages
Mr. Newbold 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.
Newbold 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. Newbold's purpose in acquiring the shares of Common Stock reported
in Item 5(a) hereof is for investment. Mr. Newbold 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. Newbold 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.
Newbold and general economic and market conditions. At any time, Mr. Newbold may
determine to dispose of some or all of his holdings of Common Stock depending on
those and other considerations.
Mr. Newbold 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. Newbold is aware that the Company intends to
grow through the acquisition of software providers, although there can be no
guarantee that such acquisitions will be consummated.
Except as set forth above, Mr. Newbold 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 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.
Page 5 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock to which this
Schedule 13D relates is 5,000,000 shares, representing 16.73% of the 29,888,888
outstanding shares of Common Stock. Mr. Newbold directly beneficially owns
2,400,000 of these shares, representing 8.03% of the outstanding shares. Mr.
Newbold may be deemed to indirectly beneficially own an additional 2,600,000
shares, representing 8.70% of the outstanding shares, that are directly
beneficially owned by the following entity: Newbold, Inc. (2,600,000 shares,
8.70% of the outstanding shares). Mr. Newbold 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. Newbold 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. Newbold 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. Newbold 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. Newbold'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.
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.
Newbold 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 6 of 7 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 7 of 7 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 18, 2002
BRETT NEWBOLD
BY: /S/ BRETT NEWBOLD
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