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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) January 12, 1998
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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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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
4.1 - Form of 4% Convertible Debenture
4.2 - Form of Common Stock Purchase Warrant Certificate
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On January 12, 1998, U.S. Technologies Inc., a Delaware corporation
(the "Company") received funds from the sale of four 4% Convertible Debentures
in the principal amounts of $100,000, $75,000, $50,000, $50,000 to the
following individuals or entities: Joseph Schonkopf, Lampton Holding & Trading,
Inc., Futuristic Securities and Onn Sithawalla, all of which are either
individuals who are residents of countries other than the United States or
entities organized under the laws of jurisdictions other than the United
States. The debentures shall hereinafter be collectively referred to as the
"Debentures." In addition, the Company issued a total of 275,000 warrants (the
"Warrants") to purchase shares of the Company's common stock, $.02 par value
per share (the "Common Stock") to non-U.S. Persons. The Warrants were
distributed as follows: 137,500 to GEM Management, Ltd., a corporation
organized under the laws of the Jersey Channel Islands, and 137,500 to Ms.
Kalpana Anant Joshi, a resident of India. The Debentures and the Warrants were
issued to non-U.S. Persons with the assistance of GEM Advisors, Inc. acting as
a placement agent. The consideration received by the Company for the Debentures
and the Warrants was $275,000 in cash, less certain expenses, including
payments of $2,500 in fees to the escrow agent and 10% of the aggregate
proceeds to GEM Advisors, Inc. as compensation for its services as placement
agent.
The Debentures are convertible into shares of Common Stock, the number
of which is calculated in accordance with the following formula:
Number of Shares issued upon Conversion = Principal (+ Interest, if
applicable)/Conversion Price, where
Principal = The Principal amount of the Debenture,
Interest = Principal x (N/365) x .04, where
N = the number of days between the date hereof and the Conversion Date
for the Debenture, and
Conversion Price = the lesser of (x) 100% of the average Closing Bid
Price, as that term is defined below, of the Shares for the fifteen (15)
trading days immediately preceding the date of the sale (the "Fixed Conversion
Price"), or (y) 65% of the average Closing Bid Price, as that term is defined
below, of the Shares for the fifteen (15) trading days immediately preceding
the day prior to the Conversion Date (the "Variable Conversion Price"). The
Fixed Conversion Price of the Debentures is approximately U.S. $.464.
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For purposes hereof, the term "Closing Bid Price" shall mean the
closing bid price on the market as reported by the OTC Bulletin Board or
NASDAQ's National Market System or Small Capitalization System (NASDAQ) or
American Exchange Emerging Company Marketplace or if then traded on a different
national securities exchange, the closing sales price on the principal national
securities exchange on which it is so traded and if not available, the mean of
the daily high and low sales prices on such securities exchange on which it is
traded.
In the event that the Market Price of the Common Stock increases by
more than thirty percent (30%) above the original Fixed Conversion Price, the
holders shall have the right to receive in the form of an adjustment to the
original Fixed Conversion Price thirty percent (30%) of the amount in excess of
thirty percent (30%), and no more of such excess. In such event, the original
Fixed Conversion Price shall be adjusted to be:
C
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[0.3(C/F) + 0.7(1.3)]
where: C = the average Closing Bid Price of the Common Stock at
the time of conversion; and
F = the original Fixed Conversion Price
Each Warrant issued to GEM Management, Ltd. entitles the holder
thereof to purchase one share of Common Stock at exercise price of $1.00 per
share. Each Warrant issued to Ms. Joshi also entitles the holder thereof to
purchase one share of Common Stock at an exercise price of $1.00 per share.
The offers and sales of the Debentures and the Warrants were made
pursuant to a claim of exemption under Rules 901 and 903 of Regulation S
promulgated by the Securities and Exchange Commission or, alternatively, under
Section 4(2) of the Securities Act of 1933, as amended. The sales of the
Debentures and the Warrants were made in "offshore transactions" (as defined in
Regulation S) and no "directed selling efforts" (as defined in Regulation S)
were made by the Company or any of its affiliates. The purchasers of the
Debentures and the Warrants (the "Purchasers") are entities organized under the
laws of jurisdictions other than the United States and therefore are not "U.S.
Persons" (as defined in Regulation S). Moreover, the Purchasers represented and
warranted, among other things, that at the time of the offers and sales they
were located outside the United States, and that neither the Purchasers nor any
of their affiliates had engaged in any "directed selling efforts" (as defined
in Regulation S). Appropriate legends were affixed to the Debentures and the
certificates for the Warrants. In addition, the Company did not use any general
advertisement or solicitation in connection with the offer or sale of the
Debentures or Warrants to the Purchasers, and the Purchasers represented and
warranted that they were purchasing the Debentures and Warrants for investment
only and not with a view to distribution.
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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.
U.S. TECHNOLOGIES INC.
By: /s/ Kenneth H. Smith
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Kenneth H. Smith, President and Chief Executive
Officer
Dated: January 26, 1998
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Form of 4% Convertible Debenture
4.2 Form of Common Stock Purchase Warrant Certificate