SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
August 31, 1998
(Date of Report - Date of Earliest Event Reported)
33-02035-A
(Commission File Number)
CORRECTIONS SERVICES, INC.
Florida
59-2508470
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
3040 East Commercial Boulevard
Fort Lauderdale, Florida 33308
(Address of Principal Executive Offices)
(954) 772-2297
(Registrant's Telephone Number)
None
(Former Name, Former Address and Former Fiscal Year,
if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 31, 1998, an affiliate of the Registrant, Corporate
Investment Associates, acquired all of the issued and outstanding
shares of the Company's subsidiary, Professional Programmers, Inc.,
for a purchase price in the amount of $3,000. Corporate Investment
Associates is a privately-held entity controlled by the Company's
principal stockholder, Ronald Martini, and by the Company's officer
and director, Diane Aquino, who is also Mr. Martini's spouse.
Corporate Investment Associates is a private investment entity
operated by Mr. Martini and Ms. Aquino and is by virtue of their
personal control and their respective positions with the Company,
under common control with the Registrant.
The acquisition of Professional Programmers, Inc. by Corporate
Investment Associates is the first step in a two step process the
second step of which was also entered into and completed
simultaneously with Corporate Investments Acquisition's acquisition
of Professional Programmers, Inc. In the second step, Professional
Programmers, Inc. in turn purchased the "House Arrest" business of
the Registrant for cash in the total amount of $63,000. In
completing the second stage transaction, Professional Programmers,
Inc. acquired all of the assets of the Registrant used and useful
in the operation of its electronic monitoring business as presently
constituted.
At the outset of these transactions, the Company's principal
shareholder, Ronald Martini and the Company's Officer and Director,
Diane Aquino, proposed purchase of Professional Programmers, Inc.
and its subsequent purchase of the Registrant's electronic
monitoring business to the Board of Directors without specific
terms or provisions. The proposal suggested that the Registrant
determined acceptable purchase prices and, if acceptable to
Corporate Investment Associates, the transactions would be entered
into and completed.
In the case of the purchase of Professional Programmers, Inc.,
the Registrant proposed purchase at the book value of that company
at August 31, 1998. In the second instance, the Registrant
proposed, considering receivables, inventory and current prospects
of the electronic industry's business, a fair purchase price of
$63,000. The purchase prices were advanced to Corporate Investment
Associates and, in both cases, accepted. The Registrant closed
both transactions at August 31, 1998 upon receipt of all of the
consideration for both transactions.
Following consummation of the purchase and sale transactions,
the Registrant has one remaining subsidiary, Corrections Services
International, Inc., a closely-held, inactive Florida corporation.
Accordingly, upon completion of the sales disposing of Professional
Programmers, Inc. and the Registrant's electronic monitoring
business, at August 31, 1998 the Registrant has no remaining
commercial operations and intends to conserve its assets while
seeking one or more opportunities for merger, acquisition or
suitable commercial enterprise.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
CORRECTIONS SERVICES, INC.
Dated: September 2, 1998 BY:/S/Norman H. Becker
Norman H. Becker, President
