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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 1997
U.S. TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-15960 73-1284747
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3901 Roswell Road, Suite 300, Marietta, Georgia 30062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 565-4311
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One Buckhead Plaza, 3060 Peachtree Road, N.W., Suite 1890, Atlanta, Georgia 30350
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On October 31, 1997, the Board of Directors of U.S. Technologies Inc.
(the "Company") declared a dividend of one Common Stock Purchase Right (a
"Right") for each outstanding share of common stock, par value $.02 per share,
of the Company (the "Common Stock"). The dividend is payable on November 14,
1997 (the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one-hundredth
(1/100) of a share of the Common Stock at a price of $20.00 per share (the
"Purchase Price"), or $.20 per one-hundredth of a share, subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
dated as of October 31, 1997, as the same may be amended from time to time (the
"Rights Agreement"), between the Company and American Securities Transfer &
Trust, Inc., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors prior to such time as
any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the outstanding
shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate together with a copy of the Summary of Rights to Purchase
Shares of the Common Stock which accompanies the letter distributed to
shareholders.
Existing holdings of 15% or more of the Company's Common Stock
(including those of Kenneth H. Smith and James V. Warren) will not cause the
Rights to be exercisable, or entitle the holders of Rights to purchase
additional shares of the Company or any other entity, provided that such
shareholders, excluding Messrs. Smith and Warren, dispose of sufficient shares
such that such person shall thereafter beneficially own less than 15% of the
Common Stock the outstanding. With respect to Messrs. Smith and Warren, the
acquisition of additional shares without Board approval shall cause such person
to become an "Acquiring Person."
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuances of Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights to Purchase Shares of the Common Stock, will also constitute
the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire, if not previously exercised, on October 31, 2007 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of shares of the Common
Stock or other securities or property issuable, upon exercise of the Rights is
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) upon the grant to holders of the Common Stock of certain
rights or warrants to subscribe for or purchase the Common Stock at a price, or
securities convertible into the Common Stock with a conversion price, less than
the then-current market price of the Common Stock, or (iii) upon the
distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Common Stock) or of subscription rights or warrants (other than those referred
to above).
The number of outstanding Rights is also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in shares of Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right at the
then-current exercise price of the Right, that number of shares of Common Stock
having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provisions will be made so that each holder of a Right (other than
Rights beneficially owned by an Acquiring Person which will have become void)
will thereafter have the right to receive, upon the exercise thereof at the
then-current exercise price of the Right, that number of shares of common stock
of the person with whom the Company has engaged in the foregoing transaction
(or its parent), which number of shares at the time of such transaction will
have a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous paragraph
or the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, for shares of Common Stock, at an exchange ratio of
one share of Common Stock per Right (the "Exchange Ratio").
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of the Common Stock will be issued
(other than fractions which are integral multiples of one-hundredth of a share
of Common Stock, which may, at the election of the Company, be evidenced by
depositary
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receipts), and in lieu thereof an adjustment in cash will be made based on the
market price of the Common Stock on the last trading day prior to the date of
exercise.
At any time prior to the Distribution Date, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of
$.0001 per Right (the "Redemption Price"). The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption
Price.
For so long as the Rights are then redeemable, the Company may, except
with respect to the redemption price, amend the Rights in any manner. After the
Rights are no longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. However, the
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since (subject to the limitations described
above) the Rights may be redeemed by the Company at the Redemption Price prior
to the Distribution Date. Thus, the Rights are intended to encourage persons
who may seek to acquire control of the Company to initiate such an acquisition
through negotiations with the Board of Directors.
As of November 14, 1997, there were 27,921,063 shares of Common Stock
issued and outstanding, 0 shares held in treasury, and an aggregate of 234,600
shares reserved for issuance. One Right will be distributed to stockholders of
the Company for each share of Common Stock owned of record by them on November
14, 1997. As long as the Rights are attached to the Common Stock, the Company
will issue one Right with each new share of Common Stock so that all such
shares will have attached Rights.
The Rights Agreement, including the Form of Right Certificate attached
as Exhibit A thereto, and the Summary of Rights to Purchase Shares of Common
Stock attached as Exhibit B thereto, together with a letter to the Company's
stockholders, dated November 18, 1997, explaining the Rights, and a Press
Release, dated November 3, 1997, are attached hereto as exhibits and are
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
4. Rights Agreement, dated as of October 31, 1997, between U.S.
Technologies Inc. and American Securities Transfer & Trust, Inc., as Rights
Agent, which includes the Form of Right Certificate as Exhibit A, and the
Summary of Rights to Purchase Shares of Common Stock as Exhibit B.
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20. Letter to U.S. Technologies Inc. stockholders, dated November 18, 1997.
99. Press Release, dated November 3, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated as of November 19, 1997 U.S. TECHNOLOGIES INC.
By:/s/ Kenneth H. Smith
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Kenneth H. Smith
President and
Chief Executive Officer
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Exhibit Index
Exhibit No. Description Page
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4 Rights Agreement, dated as of October 31, 1997, between U.S.
Technologies Inc. and American Securities Transfer & Trust,
Inc., as Rights Agent, which includes the Form of Right
Certificate as Exhibit A and the Summary of Rights to
Purchase Shares of Common Stock as Exhibit B.
20 Letter to U.S. Technologies Inc. stockholders, dated
November 18, 1997.
99 Press Release, dated November 3, 1997.
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