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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 Exchange Act of 1934
September 27, 2000
Date of Report (Date of earliest event reported)
ON-SITE SOURCING, INC.
(Exact Name of Registrant as specified in its Charter)
DELAWARE 0-20947 54-1648470
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1111 N. 19TH STREET, 6TH FLOOR ARLINGTON, VA 22209
(Address of Principal Executive Offices) (Zip Code)
703-276-1123
(Registrant's Telephone Number, including area code)
Not Applicable
(Former name or address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. Other Events
On-Site Sourcing, Inc. has entered into a definitive merger agreement
with U.S. Technologies Inc. pursuant to which U.S. Technologies will acquire
On-Site. Under the terms of the agreement, On-Site's stockholders will receive,
at their election, U.S. Technologies' stock, cash, or a combination of stock and
cash (subject to proration due to the cash limitation and adjustment formula
discussed below) in exchange for their On-Site shares. The transaction is
intended to be tax-free to On-Site stockholders to the extent they receive
shares of U.S. Technologies' common stock. To ensure tax-free treatment of the
transaction, holders of at least 50% of the outstanding shares of On-Site common
stock will receive U.S. Technologies common stock. Accordingly, the number of
On-Site shares that will be exchanged for cash consideration at closing will be
limited to the lesser of 50% of the number of shares of On-Site common stock
outstanding at closing or the number of shares that would result in an aggregate
cash consideration of $12 million.
The amount of consideration each On-Site shareholder will receive is
based on a total estimated purchase price of $35 million. The per-share
consideration each On-Site shareholder will receive will depend on the number of
On-Site shares and options outstanding at the effective time of the merger. As
of October 3, 2000, there were 6,708,252 shares outstanding or issuable on
exercise of outstanding options. Shareholders who receive shares (either as a
result of their election or as a result of proration) will receive shares of
U.S. Technologies common stock based on the following valuations. If U.S.
Technologies' average stock price per share for the twenty trading-day period
ending three full trading-days before the closing of the merger is:
- less than $0.75, the value assigned to the U.S. Technologies' common
stock in the exchange ratio will be fixed at $0.75, except that On-Site
may terminate the merger agreement if the average stock price during the
adjustment period is below $0.67.
- equal to or greater than $0.75 but less than $0.90, the value assigned
to the U.S. Technologies' common stock in the exchange ratio will be the
average stock price during the adjustment period.
- equal to or greater than $0.90 but less than $1.15, the value assigned
to the U.S. Technologies' common stock in the exchange ratio will be
fixed at $1.00.
- equal to or greater than $1.15, the value assigned to the U.S.
Technologies' common stock in the exchange ratio will be fixed at $1.15.
On-Site's publicly traded warrants to buy shares at $6.00 are expected
to be converted to U.S. Technologies' warrants, with the exercise price and
number of shares to be adjusted based on the stock conversion formula for the
merger. The expiration date of these warrants will be extended for one year to
July 8, 2002. All options outstanding at closing will be converted into options
to purchase U.S. Technologies' common stock, with the exercise price and number
of shares to be adjusted based on the stock conversion formula for the merger.
In addition, in connection with the closing, U.S. Technologies will make 3.6
million options available for grant to employees of On-Site Sourcing.
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On-Site's directors and officers owning 23% of the outstanding On-Site
shares have agreed to vote for the merger. Owners of more than 50% of U.S.
Technologies voting securities have committed to voting for the merger,
including U.S. Technologies' already announced charter amendment to increase the
common shares it is authorized to issue. Closing will be subject to usual
conditions including necessary shareholder approvals and SEC registration of
securities to be issued in the merger, as well as adoption of U.S. Technologies'
charter amendment. The companies hope to complete these steps and close the
merger early next year.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of September 27, 2000 among
U.S. Technologies Inc., USXX Acquisition Corporation, a wholly owned
subsidiary of U.S. Technologies, and On-Site Sourcing, Inc.
9.1 On-Site Sourcing, Inc. Voting Agreement, dated September 27, 2000,
by and between On-Site Sourcing, Inc., and C. Gregory Earls, James V. Warren,
Jonathan Ledecky, Northwood Ventures LLC and Northwood Capital Partners LLC
9.2 U. S. Technologies Inc. Voting Agreement, dated September 27, 2000,
by and between U.S. Technologies Inc., Christopher J. Weiler, Allan Outlaw,
Jason Parikh, Charles Millar, Denis Seynhaeve, and John Sabanosh.
10.1 Stock Election Agreement, dated September 27, 2000, by and among
Christopher J. Weiler, Allan Outlaw and U.S. Technologies Inc.
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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.
On-Site Sourcing, Inc.
(Registrant)
October 5, 2000 /s/ Jason Parikh
(Date) ----------------------------
Jason Parikh
Chief Financial Officer
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INDEX TO EXHIBITS FILED HEREWITH
Exhibit Number Description
2.1 Agreement and Plan of Merger dated as of September 27, 2000 among U.S.
Technologies Inc., USXX Acquisition Corporation, a wholly owned
subsidiary of U.S. Technologies, and On-Site Sourcing, Inc.
9.1 On-Site Sourcing, Inc. Voting Agreement, dated September 27, 2000, by
and between On-Site Sourcing, Inc., and C. Gregory Earls, James V.
Warren, Jonathan Ledecky, Northwood Ventures LLC and Northwood Capital
Partners LLC
9.2 U. S. Technologies Inc. Voting Agreement, dated September 27, 2000, by
and between U.S. Technologies Inc., Christopher J. Weiler, Allan
Outlaw, Jason Parikh, Charles Millar, Denis Seynhaeve, and John
Sabanosh.
10.1 Stock Election Agreement, dated September 27, 2000, by and among
Christopher J. Weiler, Allan Outlaw and U.S. Technologies Inc.
