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SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
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) April 7, 1997
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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 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 1. CHANGES IN CONTROL OF REGISTRANT.
Pursuant to a Stock Purchase Agreement, dated as of January 7, 1997, and closed
on April 7, 1997 (the "Purchase Agreement"), by and among U.S. Technologies
Inc. (the "Company"); Tintagel, Ltd., a Turks & Caicos Islands company
("Tintagel"); Komen Holdings Pty., Ltd., an Australian corporation ("Komen");
and GWP, Inc., a Georgia corporation ("GWP"), GWP acquired 9,169,000 shares, or
approximately 42%, of the outstanding common stock of the Company. Mr. Ken H.
Smith and Mr. James V. Warren are the sole shareholders of GWP.
Under the terms of the Purchase Agreement:
1. Tintagel sold to GWP 5,683,000 shares of Company common stock
for $437,000, or approximately $.077 per share.
2. Komen sold to GWP 3,486,000 shares of Company common stock
for $500,000, or approximately $.143 per share.
3. The Company granted an option to SWG Partners, ("SWG"), a
Georgia partnership of which Messrs. Warren and Smith are
general partners, to purchase up to 6,000,000 shares of its
common stock at $0.10 per share prior to closing on April 7,
1997.
4. SWG purchased 1,500,000 shares of Company common stock on
January 7, 1997 from the Company. Since that time, SWG has
agreed to allocate and distribute such shares equally among
Messrs. Warren and Smith.
5. SWG purchased an additional 4,500,000 shares of Company
common stock on April 7, 1997 from the Company. Since that
time, SWG has agreed to allocate and distribute such shares
equally among Messrs. Warren and Smith.
6. On January 7, 1997, William Meehan resigned as Director,
President and Chief Executive Officer of the Company and Mr.
Smith was named President, Chief Executive Officer and
Director of the Company.
7. On January 7, 1997, James Chen resigned as a director of the
Company, and Mr. Warren was named as a Director of the
Company, replacing Mr. Chen.
8. On January 20, 1997, Mr. Warren was named Chairman, replacing
John V. Allen, who remained as a Director of the Company.
9. On April 7, 1997, Mr. Allen resigned as a Director of the
Company, and James C. Melton was named as a Director of the
Company, replacing Mr. Allen.
10. All notes, accrued expenses and accounts, payable by the
Company to Tintagel, Laura Investments Ltd., a multinational
investment holding company ("Laura Investments"), and Laura
Technologies Ltd., an Arizona corporation ("Laura
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Technologies"), were contributed to the Company as additional
paid-in capital. Mr. Allen is a director of Laura Investments
and Laura Technologies.
11. GWP granted an option to Tintagel (the "Tintagel Option") to
purchase up to 349,600 shares of Company common stock at
$0.25 per share at any time or from time to time during the
period from July 1, 1998 to September 2, 1998.
12. GWP granted an option to Komen (the "Komen Option") to
purchase up to 400,000 shares of Company common stock at a
price of $0.25 per share at any time or from time to time
during the period from July 1, 1998 to September 2,1998.
On April 7, 1997 and immediately following the closing of the Purchase
Agreement, GWP assigned all of its right, title and interest in Company common
stock obtained in connection with the Purchase Agreement to the following five
individuals, each of which acquired the number of shares as shown after their
names: Ken H. Smith (3,667,600), James V. Warren (3,667,600), Joyce S. Newlin
(415,100), John M. Buckley (400,000) and Joe B. Young (1,018,700). Further,
pursuant to the assignment of these shares, Ms. Newlin, Mr. Buckley and Mr.
Young have granted irrevocable proxies, and, thereby, have assigned control of
their voting rights, to Mr. Smith and Mr. Warren, until December 31, 1998.
In connection with the above-described transactions and assignments, the
following obligations were undertaken on April 7, 1997:
a. Mr. Smith executed a promissory note, bearing interest at
eight percent (8%) per annum, with principal and interest due
on December 31, 1998, in the amount of $250,000, to Komen in
exchange for 1,743,000 shares of Company common stock. In
connection with the Komen Option, Mr. Smith granted Komen an
option to purchase up to 200,000 shares of Company common
stock at a price of $0.25 per share at any time or from time
to time during the period from July 1, 1998 to September 2,
1998.
b. Mr. Smith executed a promissory note, bearing interest at
eight percent (8%) per annum, with principal and interest due
on December 31, 1998, in the amount of $126,810, to Tintagel
in exchange for 1,924,600 shares of Company common stock.
Further, in connection with the Tintagel Option, Mr. Smith
granted Tintagel an option to purchase up to 101,448 shares
of Company common stock at a price of $0.25 per share at any
time or from time to time during the period from July 1, 1998
to September 2, 1998.
c. Mr. Warren executed a promissory note, bearing interest at
eight percent (8%) per annum, with principal and interest due
on December 31, 1998, in the amount of $250,000, to Komen in
exchange for 1,743,000 shares of Company common stock. In
connection with the Komen Option, Mr. Warren granted Komen an
option to purchase up to 200,000 shares of Company common
stock at a price of $0.25 per share at any time or from time
to time during the period from July 1, 1998 to September 2,
1998.
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d Mr. Warren executed a promissory note, bearing interest at
eight percent (8%) per annum, with principal and interest due
on December 31, 1998, in the amount of $126,810, to Tintagel
in exchange for 1,924,600 shares of Company common stock.
Further, in connection with the Tintagel Option, Mr. Warren
granted Tintagel an option to purchase up to 101,448 shares
of Company common stock at a price of $0.25 per share at any
time or from time to time during the period from July 1, 1998
to September 2, 1998.
e. Ms. Newlin executed a promissory note, bearing interest at
eight percent (8%) per annum, with principal and interest due
on December 31, 1998, in the amount of $41,510, to Tintagel
in exchange for 415,000 shares of Company common stock.
Further, in connection with the Tintagel Option, Ms. Newlin
granted Tintagel an option to purchase up to 33,208 shares of
Company common stock at a price of $0.25 per share at any
time or from time to time during the period from July 1, 1998
to September 2, 1998.
f. Mr. Buckley executed a promissory note, bearing interest at
eight percent (8%) per annum, with principal and interest due
on December 31, 1998, in the amount of $40,000, to Tintagel
in exchange for 400,000 shares of Company common stock.
Further, in connection with the Tintagel Option, Mr. Buckley
granted Tintagel an option to purchase up to 32,000 shares of
Company common stock at a price of $0.25 per share at any
time or from time to time during the period from July 1, 1998
to September 2, 1998.
g. Mr. Young executed a promissory note, bearing interest at
eight percent (8%) per annum, with principal and interest due
on December 31, 1998, in the amount of $101,870, to Tintagel
in exchange for 1,018,700 shares of Company common stock.
Further, in connection with the Tintagel Option, Mr. Young
granted Tintagel an option to purchase up to 81,496 shares of
Company common stock at a price of $0.25 per share at any
time or from time to time during the period from July 1, 1998
to September 2, 1998.
As a result of the foregoing transactions, Mr. Smith and Mr. Warren
beneficially own or control 15,169,000 shares, or approximately 55%, of the
outstanding shares of Company common stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment 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: July 10, 1998
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U.S. TECHNOLOGIES INC.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1 Form of Stock Purchase Agreement dated January 7, 1997 by and among
U.S. Technologies Inc., Tintagel, Ltd., Komen Holdings Pty., Ltd., and
GWP, Inc. *
99.1 Form of Letter of Assignment dated April 7, 1997. *
99.2 Press release dated January 10, 1997. *
99.3 Press release dated March 14, 1997. *
* Previously filed
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