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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) October 5, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to that certain Amended and Restated Stock Purchase
Agreement, dated as of October 5, 1998 (the "Stock Purchase Agreement"), by and
among Technology Manufacturing & Design, Inc., a Texas corporation ("TMD"), and
GWP, Inc. ("GWP"), a Georgia corporation and acquisition subsidiary of U.S.
Technologies Inc. (the "Company"), the Company acquired 51% of the capital
stock of TMD on a fully diluted basis and thereby assumed control of TMD's
operations. TMD is in the business of manufacturing certain specialized
computer components and circuit boards, which is expected to serve as a
complement to the Company's outsourcing operations through its wholly-owned
subsidiary, Labor to Industry Inc.
Pursuant to the terms of the Stock Purchase Agreement, GWP has agreed
to purchase 19,000,000 shares of TMD's capital stock for an aggregate purchase
price of $536,486, all of which was paid in cash out of working capital. The
purchase price was determined through arms-length negotiations between the
Company and TMD. In addition, GWP has agreed to infuse up to an additional
$193,514 as paid-in capital to satisfy working capital shortfalls of TMD.
Further, during the period beginning on October 5, 2000 and ending on October 5,
2001, on a date to be determined by GWP, GWP has agreed to purchase the
remaining 49% interest from the TMD shareholders at a purchase price to be
determined by a formula based on TMD's EBITDA. The transaction is scheduled to
close on or before October 30, 1998.
The foregoing description of the acquisition of the capital stock of
TMD is qualified in its entirety by reference to the terms of the Stock Purchase
Agreement attached as Exhibit 2.1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired:
At the present time, it is impractical to provide the required
financial statements for TMD as required by this Item 7 of Form 8-K. The
Company will file such required financial statements under cover of Form 8-K/A
as soon as practicable, but not later than December 19, 1998 (60 days after
this Report is required to be filed).
(b) Pro Forma Financial Information:
At the present time, it is impractical to provide the pro forma
financial information relative to the TMD acquisition as required by Item 310
of Regulation S-K and this Item 7 of Form 8-K. The Company will file such pro
forma financial information under cover of Form 8-K/A as soon as practicable,
but not later than December 19, 1998 (60 days after this Report is required to
be filed).
(c) Exhibits:
*2.1 Amended and Restated Stock Purchase Agreement, dated as of
October 5, 1998, by and between Technology Manufacturing &
Design, Inc. and GWP, Inc.
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* Certain Disclosure Schedules and Exhibits related to the
Stock Purchase Agreement are omitted from this filing. U.S.
Technologies Inc. agrees to supplementally furnish to the
Commission upon request a copy of any omitted Disclosure
Schedule or Exhibit.
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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: October 19, 1998
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page No.
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2.1 Amended and Restated Stock Purchase Agreement, dated as of
October 5, 1998 by and between Technology Manufacturing &
Design, Inc. and GWP, Inc.