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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 30, 1999.
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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 of incorporation) (Commission File Number) (IRS Employer Identification No.)
2001 Pennsylvania Avenue, NW, Suite 675, Washington, DC 20006
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (202) 466-3100
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3901 Roswell Road, Suite 300, Marietta, Georgia 30062
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On November 30, 1999, U.S. Technologies Inc. a Delaware corporation
(the "Company"), adopted a Management Agreement (the "Management Agreement") by
and between the Company and James V. Warren ("Mr. Warren") and J.L. (Skip) Moore
("Mr. Moore"). Under the terms of this Management Agreement, Mr. Warren has been
elected a Director, Co-Chairman, and Co-Chief Executive Officer of the Company.
In his positions as Co-Chairman and Co-Chief Executive Officer of the Company,
Mr. Warren will serve throughout the term of the Management Agreement together
with Mr. Gregory Earls (Mr. Earls) whose positions as Chairman and Chief
Executive Officer of the Company have been modified to include Mr. Warren.
Also under the terms of the Management Agreement, Mr. J.L. (Skip) Moore
has been elected Executive Vice-President and Chief Operating Officer of the
Company to serve throughout the term of the Management Agreement.
The Management Agreement further provides:
- - that the Company will engage a corporate finance consultant to develop
and execute an acquisition program among other activities;
- - that the accounting functions of the Company will be moved from its
manufacturing facility at Lockhart, Texas to Atlanta, Georgia;
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- - that the nine percent (9%) dividend on the Company's Series A
Convertible Preferred Stock will be eliminated;
- - that the conversion price for the Series A Convertible Preferred Stock
will be changed to the average last sale price per share of common
stock of the Company for the twenty (20) trading days immediately prior
to the execution date of the Management Agreement (November 29, 1999)
or a conversion price of $0.122 per share.
- - that USV Partners, LLC will use its best efforts to sell at a price of
ten dollars ($10.00) per share in a private placement up to 300,000
shares of the Company's Series A Convertible Preferred Stock;
- - that Mr. Warren be granted options of the purchase of 1,500,000 shares
of the common stock of the Company; and
- - that Mr. Moore be granted options for the purchase of 400,000 of such
shares;
- - among other provisions.
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
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5.1 Management Agreement as of November 30, 1999 by and between U.S. Technologies,
Inc. and James V. Warren and J.L. (Skip) Moore
SIGNATURES
Pursuant to the requirement 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/ GREGORY EARLS
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Gregory Earls, Co-Chairman and
Co-Chief Executive Officer
Dated: November 30, 1999
EXHIBIT INDEX
Exhibit No. Description
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5.1 Management Agreement as of November 30, 1999 by and between U.S. Technologies,
Inc. and James V. Warren and J.L. (Skip) Moore
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