1
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): May 11, 1999
------------
U.S. Technologies Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-15960 73-1284747
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3901 Roswell Road, Suite 300, Marietta, Georgia 30062
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 565-4311
--------------
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
2
ITEM 5. OTHER EVENTS.
On May 11, 1999, U.S. Technologies Inc., a Delaware corporation (the
"Company"), closed the sale of 500,000 shares of its Series A Convertible
Preferred Stock ("Convertible Preferred Stock"), par value $0.02 share, to USV
Partners, LLC, a Delaware limited liability company ("USV Partners"). The
Company also issued warrants ("Warrants") to purchase 500,000 shares of the
Company's common stock, par value $0.02 per share, to USV Partners. The
aggregate purchase price paid by USV Partners for the Convertible Preferred
Stock and the Warrants was $5,000,000. Gregory Earls, the Chairman, President
and Chief Executive of the Company, is also the sole member of USV Management,
LLC, the manager of USV Partners.
The Convertible Preferred Stock carries a 9% dividend, which is payable in
cash or in shares of the Company's common stock or Convertible Preferred Stock.
Each share of the Convertible Preferred Stock is convertible into approximately
24.39 shares of the Company's common stock, at the option of the holder, until
January 12, 2004. The Company has the right, subject to the holders' rights to
convert the Convertible Preferred Stock to common stock, to redeem the
Convertible Preferred Stock at its stated value of $10.00 per share (plus all
accrued and unpaid dividends) at any time after the common stock of the Company
trades at $3.00 or more per share (or at $2.50 or more per share if a certain
earnings target is achieved by the Company) for twenty consecutive trading days.
The Warrants entitle the holder thereof to purchase 500,000 shares of the
Company's common stock at an exercise price of $1.00 per share. The Warrants
are exercisable until January 12, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: None
(b) Pro Forma Financial Statements: None
(c) Exhibits. The following exhibits are filed with this Report:
Exhibit No. Description
- ----------- -----------
4.1 Amended Certificate of Designation, Preferences and Rights
of Series A Convertible Preferred Stock
10.1 Form of Investment Agreement entered into by and between
the Company and USV Partners
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
U.S. TECHNOLOGIES INC.
By: /s/ John P. Brocard
----------------------------
John P. Brocard
Executive Vice President
and General Counsel
Dated: May 25, 1999
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------
4.1 Amended Certificate of Designation, Preferences and Rights
of Series A Convertible Preferred Stock
10.1 Form of Investment Agreement entered into by and between the
Company and USV Partners