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 1 of 8 Pages)
SCHEDULE 13D
CUSIP No. 855905 10 5 Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard L. Linting
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A 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 ITEM 2(d) or 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7. SOLE VOTING POWER
Number of
Shares -0-
Beneficially
Owned By 8. SHARED VOTING POWER
Each
Reporting 1,500,000
Person With:
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
1,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%
14. TYPE OF REPORTING PERSON
IN
Page 3 of 8 Pages
Richard L. Linting ("Mr. Linting") 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. Linting are directly beneficially owned
by the following entities: (i) Richard L. Linting Trust and (ii) Richard L.
Linting GST Trust. Richard L. Linting 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. Linting 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. Linting. Mr.
Linting is presently employed as President - Security Services of the Company
and of Patron Systems, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("Patron"). The primary address for Mr. Linting is
2030 N. Sedgwick, Unit O, Chicago, IL 60614.
(d) - (e) During the last five years, Mr. Linting 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. Linting 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. Linting indirectly
acquired 1,500,000 shares of Common Stock that were directly acquired from the
Company by the following entities: (i) Richard L. Linting Trust (1,350,000
shares in exchange for 1,350,000 Patron shares) and (ii) Richard L. Linting GST
Trust (150,000 shares in exchange for 150,000 Patron shares).
Page 4 of 8 Pages
Mr. Linting 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.
Linting 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. Linting's purpose in acquiring the shares of Common Stock reported
in Item 5(a) hereof is for investment. Mr. Linting 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. Linting 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.
Linting and general economic and market conditions. At any time, Mr. Linting may
determine to dispose of some or all of his holdings of Common Stock depending on
those and other considerations.
Mr. Linting 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. Linting 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. Linting 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 8 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 1,500,000 shares, representing 5.02% of the 29,888,888
outstanding shares of Common Stock. Mr. Linting may be deemed to indirectly
beneficially own all 1,500,000 shares, representing 5.02% of the outstanding
shares, that are directly beneficially owned by the following entities: (i) The
Richard L. Linting Trust (1,350,000 shares, 4.51% of the outstanding shares) and
(ii) The Richard L. Linting GST Trust (150,000 shares, 0.51% of the outstanding
shares). Mr. Linting 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.
Linting 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. Linting 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. Linting'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.
Mr. Linting entered into a Stock Option Agreement, dated October 10,
2002, with Patron (the "Stock Option Agreement"), which granted to him, as of
May 1, 2002 (the "Option Date"), a non-qualified option to purchase from Patron
(the "Option") 1,000,000 shares of its common stock, $0.01 par value ("Stock"),
at the price of $0.01 per share, upon and subject to the terms and conditions
set forth in the Stock Option Agreement.
The Option shall become exercisable (i) on the Option Date with respect
to 76,923 of the shares of Stock subject to the Option on the Option Date and
(ii) on the first day of each August, November, February and May after the
Option Date with respect to an additional 76,923 of the shares of Stock subject
to the Option on the Option Date; provided, however, that the Option shall
become exercisable on May 1, 2005 with respect to the remaining 76,924 of the
shares of Stock subject to the Option on the Option Date. A copy of the Stock
Option Agreement is attached hereto as Exhibit 10.1 and is incorporated herein
by reference.
Other than the Share Exchange Agreement described in Item 3 hereof and
the Stock Option Agreement described above, Mr. Linting has not entered into any
contract, arrangement,
Page 6 of 8 Pages
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).
10.1 Patron Systems, Inc. Stock Option
Agreement, dated as of October 10,
2002, between Richard L. Linting and
Patron Systems, Inc.
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 18, 2002
RICHARD L. LINTING
By: /s/ Richard L. Linting
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