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FILED BY U.S. TECHNOLOGIES INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO FULE 14A-12 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: YAZAM.COM INC.
COMMISSION FILE NO.:000-15960
WASHINGTON--(BUSINESS WIRE)--March 1, 2001--U.S. Technologies Inc. (OTC
BB: USXX) today announced it has signed a definitive merger agreement to acquire
Yazam.com Inc., an international leader in seed-stage funding and business
development services to emerging Internet and technology start-ups, for
approximately $22 million in cash plus shares of a new series of convertible
preferred USXX stock and warrants.
The acquisition will create an international company whose combined
assets include interests in over 30 technology start-up companies. This merger
will create an expansive, strategic network of financial resources and
management expertise available to fund, manage and develop its associated
companies.
"The management teams of both U.S. Technologies and Yazam, in addition
to their respective advisory boards, represent a broad spectrum of expertise in
the financial, technology and business arenas. This veteran team intends to
develop viable revenue models, fulfill funding requirements, recruit new
management and select board leadership for our associated companies," said
Gregory Earls, Chairman and CEO of U.S. Technologies. "Our value proposition is
our ability to nurture the business capabilities of our associated companies,"
continued Earls.
"We are confident of the commitment U.S. Technologies has made to our
associated companies and our shareholders," commented Bernie Siegel, CEO of
Yazam. Siegel added, "USXX and Yazam believe the relationship with a company it
invests in doesn't stop when the funding process has been completed; it only
just begins. This identical mission is one of many ingredients that will unite
our growth strategies."
U.S. Technologies will pursue future investment opportunities in both
the United States and Israel. Yazam's Israeli contacts and presence in Jerusalem
gives the company access to the Israeli high technology sector, one of the
fastest growing areas for technology innovation. In addition to expanding its
geographic coverage, USXX plans to increase the size of its investments and
reduce the number of transactions annually, allowing management to focus its
hands on guidance.
"This acquisition represents a unique opportunity for U.S.
Technologies' shareholders to see a return on their investments," said Earls.
"We have matured from securing interests in eight companies to over 30, which
increases the probability of success for developing highly marketable products
and services," stated Earls, "and we believe there are several success stories
within our associated companies."
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The purchase price for Yazam will be approximately $22,000,000 in cash
plus shares of a new series of convertible preferred USXX stock, which would be
convertible into approximately 27,000,000 shares of USXX common stock.
U.S. Technologies will also issue warrants to Yazam stockholders to
purchase an aggregate of 8,000,000 shares of USXX common stock, which would be
exercisable at an exercise price equal to the average closing price of USXX
common stock for the twenty trading days immediately prior to the closing of the
acquisition of Yazam (but not less than $0.25 per share).
The issuance of shares of USXX common stock upon the exercise of such warrants
or the conversion of the new series of convertible preferred stock would require
the prior amendment of the Company's charter, as previously disclosed by the
company. Holders of such new series of USXX preferred stock and warrants would
be entitled to certain demand and piggyback registration rights.
Both parties expect to close the transaction by the end of March 2001.
About Yazam
Yazam (http://www.yazam.com/) provides seed-stage funding and business
development services to emerging Internet and technology start-ups. The company
supplies its associated companies with entree to YAN - the Yazam Alliance
Network of leading industry expertise and service providers enabling seed-stage
start-ups to attain a global leadership position in the marketplace.
The company was launched in July 1999 with offices now located in New
York, Jerusalem and Washington, D.C. Since its inception, Yazam has screened
more than 4,000 applications from companies around the world and has furnished
public relations and investor relations services through Gregory FCA, a wholly
owned subsidiary.
In addition, through Yazam's financial partners, its investments have
access to additional funding sources from seed through later stages.
About U.S. Technologies
U.S. Technologies (http://www.usxx.com/) funds and manages early stage
and emerging growth technology companies. USXX's core strategy is to integrate
the new technologies of its associated companies with the established practices
of traditional business enterprises.
USXX believes this cross over strategy will enhance competitiveness,
new business growth, and revenue generation opportunities to traditional
businesses while accelerating the market penetration of its associated
companies.
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U.S. Technologies has been named one of the Top 50 technology companies
to watch in the Washington, DC metropolitan area by LocalBusiness.com (formerly
dbusiness.com).
This release contains "forward looking statements" concerning
prospective future events and results. Such prospective events include
acquisitions and investments, and prospects for such acquisitions and
investments. U.S. Technologies cautions that actual developments and results may
differ materially from its prospective future events.
There can be no assurance that the conditions necessary to completing
any prospective event will occur. Additional investments in the company, or by
the company or an unrelated person in any of the company's associated companies,
provide no assurance that the company or such associated company will succeed or
that the company's investments will be recovered or that the company or any of
its associated companies will be profitable.
The company's assets and operations, including results of operations,
would be affected materially by either occurrence of any such event or the
failure of any such event to occur, by the extent to which it and its associated
companies continue to have access to financing sources on reasonable terms in
order to pursue its and their business plans, by the success or failure of the
business plans of its associated companies, by economic conditions generally and
particularly in the developing e-commerce market, by competition and
technological changes in its and its associated companies' industries and
businesses, and by the results of its and its associated companies' operations
if and when operating.
The company's assembly and other outsourcing business activities
involve a limited number of facilities serving a limited number of customers,
all of which are subject to material changes outside the company's control. The
company is contemplating a sale or other disposition of this business, but there
can be no assurance either that any such sale or other disposition will occur or
as to the nature of the terms for any such sale or other disposition.
CONTACT: U.S. Technologies
Holly Moskerintz, hollym@usxx.com
Dana Rochelle, drochelle@usxx.com
202/466-3100
www.usxx.com
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