<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File Number 0-26923
U.S. INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-3316696
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2012 Renaissance Boulevard, 19406
King of Prussia, Pennsylvania (Zip Code)
(Address of principal executive offices)
(610) 313-9700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 19,378,505 shares of common
stock, $.001 par value per share, as of October 31, 1999.
<PAGE>
The undersigned registrant hereby amends its Report on Form 10-Q for
the period ended September 30, 1999 by adding the following Item 5 to Part II:
Item 5. Other Information.
On November 29, 1999, the Company's Board of Directors approved May 23, 2000 as
the date for its next Annual Meeting of Stockholders.
Submission of Stockholder Proposals for the 2000
Annual Meeting of Stockholders
Any stockholder who, in accordance with and subject to the provisions of Rule
14a-8 of the proxy rules of the Securities and Exchange Commission, wishes to
submit a proposal for inclusion in the Company's Proxy Statement for its 2000
Annual Meeting of Stockholders should deliver such proposal in writing to the
Secretary of the Corporation at the Company's principal executive offices at
2012 Renaissance Blvd., King of Prussia, PA 19406, on or before January 7, 2000.
Proposals received after such date will be deemed by the Company not to have
been received a reasonable time prior to printing and mailing of the Company's
proxy materials and, therefore, excludable from the Company's Proxy Statement.
With respect stockholder proposals submitted outside the Rule 14a-8 process, the
Company's By-laws require written notice be given to the Secretary of the
Company in the manner prescribed in Section 2.7 of the Company's By-laws not
earlier than February 23, 2000 and not later than the close of business on March
14, 2000 to raise business at the Annual Meeting, including the nomination of
Directors. The complete text of Section 2.7 of the Company's By-laws is included
in the Company's Amended and Restated By-laws filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 on May 19, 1999, and all amendments
thereto (File No. 333-78751). Stockholders may also obtain a copy of Section 2.7
of the Company's By-laws by contacting the Company at:
U.S. Interactive, Inc.
2012 Renaissance Blvd.
King of Prussia, PA 19406
Attention: Corporate Secretary
(610) 313-9700
<PAGE>
U.S. INTERACTIVE, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to its Report
on Form 10-Q for the period ended September 30, 1999 to be signed on its behalf
by the undersigned, thereunto duly authorized.
U.S. INTERACTIVE, INC.
(Registrant)
Date: November 30 , 1999 By: /s/ Stephen T. Zarrilli
-----------------------
Stephen T. Zarrilli
Chief Executive Officer
Date: November 30 , 1999 By: /s/ Philip L. Calamia
---------------------
Philip L. Calamia
Vice President, Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer)
