CBIZ, Inc. – ‘PRES14A’ for 9/9/98

As of:  Tuesday, 8/11/98   ·   For:  9/9/98   ·   Accession #:  950129-98-3343   ·   File #:  0-25890

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Century Business Services, Inc. - Dated 9/9/98         6     28K 

Document Table of Contents

PRES14A
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

SCHEDULE 14A
(Rule 14-101) 
INFORMATION REQUIRED IN PROXY STATEMENT 
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [  ]                                 

Check the appropriate box:                                                      

[ X ]    Preliminary Proxy Statement                                            
[   ]    Confidential, for Use of the Commission Only (as  permitted by Rule    
14a-6(e)(2))                                                  
[   ]    Definitive Proxy Statement                                             
[   ]    Definitive Additional Materials                                        
[   ]    Soliciting Material Pursuant to Section 240.14a-11(c) or               
Section 240.14a-12                                            

CENTURY BUSINESS SERVICES, INC. 
(Name of Registrant as Specified in its Charter)

N/A 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):                              

[ X ]    No fee required                                                        

[   ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and     
0-11.                                                         

(1)     Title of each class of securities to which transaction
applies:                                      

      (2)     Aggregate number of securities to which transaction applies:

 (3)     Per unit price or other underlying value of transaction
            computed pursuant to Exchange Act Rule 0-11 (Set forth the
               amount on which the filing fee is calculated and state how it
was determined):                              

(4)     Proposed maximum aggregate value of transaction:      

(5)     Total fee paid:                                       

[   ]    Fee paid previously with preliminary materials.                        

[   ]    Check box if any part of the fee is offset as provided by Exchange Act 
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid   
previously.  Identify the previous filing by registration statement number, or  
the Form or Schedule and the date of its filing.                                

(1)     Amount Previously Paid:                               

(2)     Form, Schedule or Registration Statement No.:         

(3)     Filing Party:                                         

(4)     Date Filed:                                           

PRES14A
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
CENTURY BUSINESS SERVICES, INC. 
6480 Rockside Woods Boulevard, South
Cleveland, Ohio  44131

NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON SEPTEMBER 9, 1998 

       You are cordially invited to attend a Special Meeting of Stockholders
of Century Business Services, Inc. (the "Company") to be held on Wednesday,     
September 9, 1998, at 10 a.m. (Eastern Time), in the Amphitheatre at Corporate  
Plaza I located at 6450 Rockside Woods Boulevard, South, Cleveland, Ohio 44131  
adjacent to the Company's headquarters for the following purposes:              

     To approve the Amendment of the Certificate of Incorporation of the
Company to increase the number of shares of Common Stock it is
authorized to issue from 100,000,000 to 250,000,000.          

 Holders of record of the Company's Common Stock at the close of
business on August 7, 1998, are entitled to notice of and to vote at the        
meeting or any adjournment(s) thereof.                                          

       WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE         
ENCLOSED STAMPED ENVELOPE.  YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO      
EXERCISE.                                                                       

                                             By Order of the Board of Directors,

                             Michael G. DeGroote
                               Chairman of the Board

Hamilton, Bermuda                                                               
August 24, 1998                                                                 

PRES14A
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
CENTURY BUSINESS SERVICES, INC. 
6480 Rockside Woods Boulevard, South
Cleveland, Ohio  44131

PROXY STATEMENT 
September 1998 Special Meeting of Stockholders

       This proxy statement (the "Proxy Statement") is being furnished on or
about August 24, 1998, to the stockholders of Century Business Services, Inc.,  
a Delaware corporation (the "Company" or "CBIZ"), in connection with the        
solicitation of proxies by the Board of Directors of the Company to approve an  
amendment ("Amendment") to the Company's certificate of incorporation (as       
amended to date, the "Certificate of Incorporation") to increase the number of  
shares of Common Stock authorized for issuance thereunder from 100,000,000      
shares to 250,000,000 shares.  The Special Meeting will be held on Wednesday,   
September 9, 1998 at 10 a.m. (Eastern Time) in the Amphitheatre at Corporate    
Plaza I located at 6450 Rockside Woods Boulevard, South, Cleveland, Ohio 44131  
adjacent to the Company's headquarters.  The stockholder giving the proxy has   
the power to revoke the proxy at any time before it is exercised by delivering  
to the Secretary of the Company either an instrument revoking it or a duly      
executed proxy bearing a later date, or by attending the Special Meeting and    
voting in person.                                                               

      The cost of soliciting proxies will be borne by the Company.  Copies
of solicitation materials may be furnished to brokers, custodians, nominees and 
other fiduciaries for forwarding to beneficial owners of shares of the          
Company's Common Stock, and normal handling charges may be paid for such        
forwarding services.  Solicitation of proxies may be made by the Company by     
mail, in person, telephone, telecopier or other means by officers and other     
management employees of the Company, who will receive no additional             
compensation for their services.                                                

     The Board of Directors has fixed the close of business on August 7,
1998 as the record date (the "Record Date") for the determination of            
stockholders entitled to vote at the Special Meeting.  At that date, there were 
58,517,950 shares of Common Stock of the Company outstanding and entitled to    
vote at the meeting.  Each share will have one vote.  The Common Stock is the   
only class of capital stock of the Company that is outstanding. The holders of  
Common Stock do not have preemptive rights.                                     

PROPOSAL TO INCREASE AUTHORIZED SHARES OF COMMON STOCK

   At a meeting held on July 27, 1998, the Board of Directors of the
Company approved, declared it advisable and in the best interest of the Company 
and its stockholders, and voted to recommend to the stockholders that the       
number of authorized shares of Common Stock of the Company be increased by      
amending the first paragraph of Article Four of the Certificate of              
Incorporation to read in its entirety as follows:                               

              "Article Four:  The total number of shares of all classes of
   stock which this Corporation shall have authority to issue is Two
       Hundred Fifty Million (250,000,000) shares, consisting of Two Hundred
     Fifty Million (250,000,000) shares of Common Stock, $0.01 par value
     per share.  The aggregate par value of all shares of all classes of
       stock that this Corporation has authority to issue is $2,500,000.00."

      The proposed Amendment will increase the authorized number of shares
of Common Stock of the Company from 100,000,000 to 250,000,000.  If the         
proposed Amendment is adopted, it is anticipated that it will be filed with the 
Secretary of State of Delaware and become effective shortly after the Special   
Meeting of Stockholders.                                                        

PRES14A
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
At August 7, 1998, the Company had outstanding or reserved for
issuance 77,813,711 shares of Common Stock.  The authorization of an additional 
150,000,000 shares of Common Stock would give the Board the express authority,  
without further action of the Company's stockholders, to issue such shares of   
Common Stock from time to time as the Board deems necessary or advisable.       

     The Board believes that having the additional shares authorized and
available for issuance will allow the Company to have greater flexibility in    
considering potential future actions involving the issuance of stock which may  
be desirable or necessary to accommodate the Company's business plan, including 
acquisitions and capital raising transactions.  In addition, the Board believes 
it is necessary to have the ability to issue such additional shares for general 
corporate purposes.                                                             

       In any case, the additional shares of Common Stock would be available
for issuance by the Board without future action by the stockholders, unless     
such action were specifically required by applicable law or rules of any stock  
exchange on which the Company's securities may be traded.                       

       Although the proposed increase in the authorized capital stock of the
Company could be construed as having anti-takeover effects, neither the Board   
nor management of the Company views this proposal in that perspective.          
Nevertheless, the Company could use the additional shares to frustrate persons  
seeking to effect a takeover or otherwise gain control of the Company by, for   
example, privately placing shares to purchasers who might side with the Board   
in opposing a hostile takeover bid.  The Company is not aware of any such       
hostile takeover bid at this time.  Shares of Common Stock could also be issued 
to a holder that would thereafter have sufficient voting power to assure that   
any proposal to amend or repeal the By-Laws of the Company or certain           
provisions of the Company's Certificate of Incorporation would not receive the  
requisite vote required.  Such uses of the Common Stock could render more       
difficult or discourage an attempt to acquire control of the Company, if such   
transactions were opposed by the Board.  Further, in the absence of a           
proportionate increase in the Company's earnings and book value, an increase in 
the aggregate number of outstanding shares of Common Stock would dilute the     
earnings per share and book value per share of all outstanding shares of the    
Company's Common Stock.  The foregoing factors, if reflected in the price per   
share of Common Stock, could adversely affect the realizable value of a         
stockholder's investment in the Company.                                        

   The affirmative vote of a majority of all shares of the Company's
Common Stock outstanding on the Record Date is required for approval of the     
Amendment.                                                                      

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND
THE COMPANY'S CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED  
SHARES OF COMMON STOCK FROM 100,000,000 SHARES TO 250,000,000 SHARES.           

VOTING PROCEDURES 

        Shares can be voted only if the stockholder is present in person or by
proxy.  Whether or not you plan to attend in person, you are encouraged to sign 
and return the enclosed proxy card.  Any proxy given pursuant to this           
solicitation may be revoked by the person giving it at any time before its use  
by delivering to the Secretary of the Company at the above address a written    
notice of revocation or a duly executed proxy bearing a later date, or by       
attending the meeting and voting in person.  The representation in person or by 
proxy of at least a majority of the outstanding shares entitled to vote is      
necessary to provide a quorum at the meeting.                                   

   Abstentions and "non-votes" are counted as present in determining
whether the quorum requirement is satisfied.  Abstentions and "non-votes" are   
treated as votes against the Amendment.                                         

                                             By Order of the Board of Directors,

                             Michael G. DeGroote
                               Chairman of the Board

Hamilton, Bermuda                                                               
August 24, 1998                                                                 

PRES14A
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
Revocable Proxy 

CENTURY BUSINESS SERVICES, INC. 

Special Meeting of Stockholders September 9, 1998 

This Proxy Is Being Solicited On Behalf Of The Board Of Directors 

  The undersigned stockholder hereby appoints Gregory J. Skoda and
Charles D. Hamm, Jr. or either of them, attorneys and proxies of the            
undersigned, with full power of substitution and with authority in each of them 
to act in the absence of the other, to vote and act for the undersigned at the  
Special Meeting of Stockholders of the Company to be held on Wednesday,         
September 9, 1998 at 10 a.m. (Eastern Time) in the Amphitheatre at Corporate    
Plaza I located at 6450 Rockside Woods Boulevard, South, Cleveland, Ohio 44131  
adjacent to the Company's headquarters, and at any adjournments thereof, in     
respect of all shares of the Common Stock of the Company which the undersigned  
may be entitled to vote, on the following matter:                               

        Approval of an amendment to the Company's Certificate of Incorporation
 increasing the authorized number of shares of Common Stock from
100,000,000 to 250,000,000:                                   

[ ]  FOR                                                      

[ ]  AGAINST                                                  

[ ]  ABSTAIN                                                  

       THE BOARD RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION.                                                   

      THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER.  HOWEVER, IF NO DIRECTION IS GIVEN, THIS PROXY  
WILL BE VOTED FOR THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF        
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED NUMBER OF SHARES OF COMMON    
STOCK FROM 100,000,000 TO 250,000,000.                                          

    The undersigned hereby acknowledges prior receipt of a copy of the
Notice of Special Meeting of Stockholders and Proxy Statement dated August 24,  
1998, and hereby revokes any proxy or proxies heretofore given.  This Proxy may 
be revoked at any time before it is voted by delivering to the Secretary of the 
Company either a written revocation of proxy or a duly executed proxy bearing a 
later date, or by appearing at the Special Meeting and voting in person.        

     If you receive more than one proxy card, please sign and return all
cards in the accompanying envelope.                                             

[ ]   I PLAN TO ATTEND THE SEPTEMBER 9, 1998 SPECIAL STOCKHOLDERS MEETING.      

[ ]   I DO NOT PLAN TO ATTEND THE SEPTEMBER 9, 1998 SPECIAL STOCKHOLDERS        
MEETING.                                                            

PRES14A
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
                                              DATE:   ________________, 1998

                                              ______________________________

                                           Signature of Stockholder or
                                         Authorized Representative

                                            Please date and sign exactly
                                             as name appears hereon.  Each
                                        executor, administrator,
                                  trustee, guardian,
                                          attorney-in-fact and other
                                         fiduciary should sign and
                                               indicate his or her full title.
                                    In the case of stock
                                            ownership in the name of two
                                             or more persons, both persons
                            should sign.

PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A QUORUM 
AT THE MEETING.  IT IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.  DELAY IN  
RETURNING YOUR PROXY MAY SUBJECT THE COMPANY TO ADDITIONAL EXPENSE.             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRES14A’ Filing		Date		First		Last			Other Filings
For Period End:		9/9/98		2		5			DEFS14A
		8/24/98		2		5			DEFS14A
Filed on:		8/11/98
		8/7/98		2		4
		7/27/98		3
									List all Filings