SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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August 23, 2000
Date of Report (Date of earliest event reported)
U.S. Energy Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-10238 52-1216347
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
Incorporation)
515 N. Flagler Drive, Suite 702
West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 820-9779
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Item 2. Acquisition or Disposition of Assets
On August 23, 2000, U.S. Energy Systems Castlebridge LLC ("USE Sub"), a
wholly owned subsidiary of U.S. Energy Systems, Inc. (the "Company"), entered
into a subscription agreement with Castlebridge Partners, LLC ("Castlebridge")
and its two members, GKM II Corporation and Kemper-Castlebridge, Inc., pursuant
to which Castlebridge would issue to USE Sub a 25% Membership Interest (the
"Transaction"). Castlebridge, which operates from offices in Chicago, Illinois,
is a capital markets and insurance consulting firm that focuses on commodity
derivative markets. Castlebridge provides advice in the structuring, pricing and
execution of a variety of risk management products and securitizations and
concentrates on markets, such as power, emission credits, weather, coal, paper
and pulp, bandwidth, and construction materials, that tend to have unique
valuation and risk management issues. The Transaction was consummated on August
23, 2000. In connection with the consummation of the Transaction, which will be
valued using the equity method of accounting, the Company issued 568,750 shares
of its Common Stock to Castlebridge and issued an additional 29,167 shares to
SPARK Energy.com corporation as a finder's fee. The aggregate purchase price was
determined by the Company's Board of Directors based upon an analysis of
Castlebridge's anticipated financial returns and the benefits to the Company's
core businesses that the Company expects to derive from Castlebridge's
expertise.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Financial statements of the business acquired will be provided
pursuant to an amendment to this Form 8-K, unless "previously filed," as such
term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) Pro Forma Financial Information.
Pro Forma financial information will be provided pursuant to
an amendment to this Form 8-K, unless "previously filed," as such term is
defined in Rule 12b-2 of the Exchange Act.
(c) Exhibits
2.1 Subscription Agreement dated as of August 23, 2000, by and among U.S.
Energy System Castlebridge, LLC ("USE Sub"), Kemper-Castlebridge, Inc.,
("KC"), GKM II Corporation ("GKM") and Castlebridge Partners, LLC
("Castlebridge").
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SIGNATURE
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. Energy Systems, Inc.
/s/ Robert C. Benson
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Robert C. Benson, Chief Financial Officer
Dated: August 29, 2000
West Palm Beach, Florida
