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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
U.S. TECHNOLOGIES INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
91272D309
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(CUSIP Number)
C. Gregory Earls
USV Partners, LLC
2001 Pennsylvania Avenue, NW
Suite 675
Washington, D.C. 20006
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
Page 1 of 5 Pages
SEC 1746 (2-98)
<PAGE>
SCHEDULE 13D
CUSIP No. 91272D309 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
USV Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
16,106,273
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,000,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 16,106,273
10 SHARED DISPOSITIVE POWER
3,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,106,273
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
14 TYPE OF REPORTING PERSON (See instructions)
OO (limited liability company)
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<PAGE>
SCHEDULE 13D (Continued) Page 3 of 5 Pages
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This Amendment No. 2 on Schedule 13D is filed on behalf of USV Partners,
LLC, to report the acquisition of additional shares by USV Partners, LLC.
Item 3. Source and Amount of Funds or Other Consideration.
This Item is amended by adding the following information with respect
to the source of the funds for the purchase, on April 1, 1999, of 3,000,000
shares of common stock, par value $0.02, (the "Common Stock").
Pursuant to a Stock Purchase Agreement between U.S. Technologies Inc.
(the "Issuer") and USV Partners, LLC dated April 1, 1999 (the "Stock Purchase
Agreement"), USV Partners, LLC purchased an additional 3,000,000 shares of
Common Stock from the Issuer, for an aggregate purchase price of $1,050,000. In
payment for the 3,000,000 shares of Common Stock, USV Partners, LLC executed and
delivered a promissory note dated April 1, 1999 in the principal amount of the
purchase price, which amount accrues interest at the prime rate (as published
from time to time in the Wall Street Journal) plus 200 basis points. Such
promissory note is due on April 30, 1999. To guarantee its obligations under the
promissory note, USV Partners, LLC pledged the 3,000,000 shares of Common Stock
to the Issuer pursuant to a Stock Pledge Agreement of USV Partners, LLC dated
April 1, 1999, which agreement is attached hereto as Exhibit A and incorporated
by reference into this Amendment No. 2 to Schedule 13D (the "Stock Pledge
Agreement"). The Issuer had recently acquired the 3,000,000 shares of Common
Stock that it sold to USV Partners, LLC upon the exercise of its rights under
the Stock Pledge and Guaranty Agreement of GWP, Inc. attached as an exhibit to
Form 8-K filed by the Issuer with the SEC on February 26, 1999.
Item 4. Purpose of Transaction.
USV Partners, LLC purchased 3,000,000 additional shares of Common Stock
from the Issuer. USV Partners, LLC seeks to influence the affairs of the Issuer
to the extent possible through Mr. Earls' position as a director, President and
Chief Executive Officer of the Issuer.
Except as described above, USV Partners, LLC does not have any current
plans or proposals that relate to or would result in any of the actions set
forth in Parts (b) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a), (b) USV Partners, LLC owns 6,366,152 shares of Common Stock.
Pursuant to the Investment Agreement previously filed with the initial filing of
Schedule 13D (the "Investment Agreement"), USV Partners, LLC has the right and
the obligation to purchase (i) 500,000 shares of Preferred Stock and (ii)
Warrants to purchase 500,000 shares of Common Stock. USV Partners, LLC has paid
the Issuer approximately $4,600,000 of the $5,000,000 purchase price under the
Investment Agreement. The pro rata proportion of the shares of Preferred Stock
and the Warrants, based on the amount paid to date, is 460,000 shares of
Preferred Stock and 460,000 Warrants. If the Earls Family Limited Partnership
contributes the balance of the purchase price to USV Partners, LLC, USV
Partners, LLC will own 500,000 shares of Preferred Stock and 500,000 Warrants,
after payment of such amount to the Issuer.
USV Partners, LLC has the right to convert its shares of Preferred
Stock to Common Stock and exercise its Warrants to purchase Common Stock. Each
share of Preferred Stock is convertible into approximately 24.39 shares of
Common Stock (subject to adjustment), and each Warrant is exercisable for one
share of Common Stock at a price of $1.00 per share. If the Preferred Stock and
the Warrants were exercised in full, USV Partners, LLC would directly own and
would have sole power to vote or dispose of 16,061,273 shares of Common Stock
<PAGE>
SCHEDULE 13D (Continued) Page 4 of 5 Pages
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(12,695,121 shares upon conversion, plus the 3,366,152 shares of Common Stock
that it previously purchased as reported in Amendment No.1 to this Schedule 13D
filed with the SEC on February 22, 1999). Additionally, Equitable Funding, Inc.
has purchased 45,000 shares of Common Stock in a period ranging from November
19, 1998 to April 9, 1999 at prices ranging from $0.385 to $0.52 in open market
transactions. By virtue of his ownership of shares of Equitable Production
Funding Inc., C. Gregory Earls (the sole member of the manager of USV Partners,
LLC) beneficially owns Equitable Production Funding Inc. Because the Stock
Pledge Agreement gives the Issuer the power to vote the shares of Common Stock
subject to the agreement, USV Partners, LLC may be deemed to share dispositive
and voting power with the Issuer for the 3,000,000 shares of Common Stock
subject to the Stock Pledge Agreement.
Based on the foregoing, USV Partners, LLC beneficially owns, in the aggregate,
19,106,273 shares representing 45.9% of the Issuer, based on the number of
shares outstanding as set forth in the Issuer's report on Form 10-Q for the
quarter ended September 30, 1998.
(c) See Item 3.
(d), (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
This Item is amended to add the following information.
As set forth in the Stock Pledge Agreement, USV Partners, LLC has
granted the Issuer the exclusive power to vote and exercise the ownership rights
of the 3,000,000 shares it has purchased, until payment in full of the
promissory note, as described in Item 3 above.
Item 7. Material to Be Filed as Exhibits
Exhibit A Stock Pledge Agreement of USV Partners, LLC dated April 1, 1999
<PAGE>
SCHEDULE 13D (Continued) Page 5 of 5 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this amendment is
true, complete and correct.
Dated: April 12, 1999
USV PARTNERS, LLC
By: USV Management, LLC, its Manager
/s/ C. Gregory Earls
-----------------------------------
By: C. Gregory Earls
Title: Sole Member
<PAGE>
Exhibit A
STOCK PLEDGE AGREEMENT
OF C. GREGORY EARLS
THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of April 1,
1999, by and between USV Partners, LLC, a Delaware limited liability company
(the "Pledgor"), and U.S. TECHNOLOGIES INC., a Delaware corporation ("Pledgee").
W I T N E S S E T H:
WHEREAS, pursuant to that certain promissory note, dated as of the date
hereof, executed by Pledgor in favor of Pledgee in the principal amount of
$1,050,000 (the "Note"), Pledgee has agreed to extend certain financial
obligations to Pledgor; and
WHEREAS, Pledgor is the owner of 3,000,000 shares of the common stock,
$.02 par value, of the Pledgee; and
WHEREAS, as a condition to Pledgee's willingness to extend the
financial accommodations to Pledgor evidenced by the Note, Pledgee has required
that Pledgor execute this Agreement in order to secure the obligations under the
Note;
NOW, THEREFORE, in consideration of the premises and the covenants set
forth herein the parties hereto agree as follows:
1. Security for Obligations. This Agreement is given to Pledgee as
security for the prompt and complete payment and performance in full when due of
the indebtedness under the Note (the obligations of Pledgor under the Note being
referred to as the "Obligations").
2. Pledge of Collateral. Pledgor hereby pledges, assigns, grants a
security interest in, transfers and delivers unto Pledgee a continuing security
interest in each of the following (collectively, the "Collateral"):
a. all of Pledgor's right, title and interest in and to
3,000,000 shares of stock of U.S. Technologies Inc., $.02 par value, purchased
from Pledgee as of the date hereof for the aggregate purchase price of
$1,050,000 (the "Pledged Shares") and the said certificates representing the
Pledged Shares, and all dividends, cash, securities, instruments, rights and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the Pledged Shares, including,
without limitation, all additional shares of capital stock of the issuer of the
Pledged Shares from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the Pledged Shares and the
certificates, if any, representing such additional shares (the "Additional
Shares");
b. all other rights appurtenant to the property described in
clause (a) above (including, without limitation, voting rights); and
c. all cash and non-cash proceeds of any and all of the
foregoing.
1
<PAGE>
Pledgor shall deliver to Pledgee the certificates representing the
Pledged Shares, accompanied by proper instruments of assignment duly executed in
blank by Pledgor, upon and as of the execution of this Agreement.
3. Representations and Warranties of Pledgor. Pledgor hereby represents
and warrants to Pledgee, as of the date hereof, that:
a. This Agreement has been duly executed and delivered by
Pledgor and constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally
and subject, as to enforceability, to general principles of equity.
b. No consent, approval, authorization or other order of any
person is required for (i) the execution and delivery of this Agreement by
Pledgor or the delivery by Pledgor of the Collateral to Pledgee as provided
herein, or (ii) for the exercise by Pledgee of the voting or other rights
provided for in this Agreement or the remedies in respect of the Collateral
pursuant to this Agreement, except as may be required in connection with the
disposition of the Collateral by laws affecting the offering and sale of
securities generally.
c. Upon the delivery to Pledgee of the certificates
representing the Pledged Shares, Pledgee will have a valid and perfected
security interest therein subject to no prior lien.
The representations and warranties set forth in this Section 4 shall
survive the execution and delivery of this Agreement.
4. Voting and Dividend Rights.
a. Unless and until the full, prompt and complete performance
and satisfaction of the Obligations has occurred:
(i) Pledgee, or its nominee or nominees, shall
have the sole and exclusive right to exercise all voting, consensual and other
powers of ownership pertaining to the Pledged Shares and may exercise such
powers in such manner as Pledgee, in its sole discretion, shall determine to be
necessary, appropriate or advisable, and, if Pledgee shall so request in
writing, Pledgor agrees to execute and deliver to Pledgee such other and
additional powers, authorizations, proxies, dividends and such other documents
as Pledgee may reasonably request from time to time to secure to Pledgee the
rights, powers and authorities intended to be conferred upon Pledgee by this
subsection (i); and
(ii) all dividends and other distributions on the
Pledged Shares shall be paid directly to Pledgee and retained by it as part of
the Pledged Shares, subject to the terms of this Agreement, and, if Pledgee
shall so request in writing, Pledgor agrees to execute and deliver to the
Pledgee from time to time appropriate additional dividend, distribution and
other orders and documents to that end.
2
<PAGE>
5. Covenants. Pledgor covenants and agrees that:
a. Pledgor will not, without the prior written consent of
Pledgee, sell, assign, transfer, mortgage, pledge or otherwise encumber any of
Pledgor's rights in or to the Collateral or any dividends or other distributions
or payments with respect thereto or grant a lien on any thereof.
b. Pledgor will, at Pledgor's own expense, execute,
acknowledge and deliver all such instruments and take all such action as Pledgee
from time to time may reasonably request in order to ensure to Pledgee the
benefits of the first priority lien on and to the Collateral intended to be
created by this Agreement.
c. Pledgor will defend the title to the Collateral and the
lien of Pledgee thereon against the claim of any person claiming against or
through Pledgor and will maintain and preserve such Lien so long as this
Agreement shall remain in effect.
6. Event of Default. Any of the following specified events shall
constitute an Event of Default under this Agreement:
a. any breach by the Pledgor of the Obligations; or
b. any failure by Pledgor to observe or perform any covenant
or agreement set forth in this Agreement.
7. Remedies.
a. Upon the occurrence of an Event of Default, or at any time
during the term of this Agreement at which such Event of Default is continuing,
Pledgee is hereby authorized and empowered, at its election and in addition to
those rights and remedies provided it in Section 4 of this Agreement, to
transfer and register in its or its nominee's name the whole or any part of the
Collateral, in which case Pledgee shall be credited with a payment towards the
Obligations in an amount equal to the value of the Collateral so transferred.
b. Pledgor agrees that Pledgor will not interfere with any
right, power and remedy of Pledgee provided for in this Agreement or now or
hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by Pledgee of any one or more such rights,
powers or remedies. No failure or delay on the part of Pledgee to exercise any
such right, power or remedy, and no notice or demand which may be given to or
made upon Pledgor by Pledgee with respect to any such remedies, shall operate as
a waiver thereof, or limit or impair Pledgee's right to take any action or to
exercise any power or remedy hereunder without notice or demand, or prejudice
Pledgee's rights as against Pledgor in any respect.
c. The rights and remedies of Pledgee hereunder and under the
Note are cumulative and concurrent and may be pursued separately, successively
or together at the sole discretion of Pledgee and may be exercised as often as
the occasion thereof shall arise. The failure to exercise any such right or
remedy shall in no event be construed as a waiver or release thereof.
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<PAGE>
8. Miscellaneous.
a. This Agreement shall be binding upon Pledgor and Pledgor's
successors and assigns, and shall inure to the benefit of, and be enforceable
by, Pledgee and its successors, transferees and assigns. None of the terms or
provisions of this Agreement may be waived, altered, modified or amended except
in writing duly signed for and on behalf of Pledgee and Pledgor.
b. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the state of Georgia.
9. Pledgee Appointed Attorney-in-Fact; Indemnity. Pledgee, its
successors and assigns, is hereby appointed the attorney-in-fact, with full
power of substitution, of Pledgor for the purpose of carrying out the provisions
of this Agreement and taking any action and executing any instruments which such
attorney-in-fact may deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable while the
Obligations remain outstanding and coupled with an interest.
10. No Waiver. No failure on the part of Pledgee to exercise, and no
delay on the part of Pledgee in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise by
Pledgee of any right, power or remedy hereunder preclude any other or further
right, power or remedy. The remedies herein provided are cumulative and are not
exclusive of any remedies provided by law.
11. Notices. All communications required or otherwise provided under
this Agreement shall be in writing and shall be deemed given when delivered to
the address provided below such party's signature (as may be amended by notice
from time to time), by hand, by courier or express mail, or by registered or
certified United States mail, return receipt requested, postage prepaid.
12. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall not invalidate the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
13. Attorney's Fees. If any action or proceeding relating to this
Agreement or the enforcement of any provision of this Agreement is brought
against any party hereto, the prevailing party shall be entitled to recover
reasonable attorneys' fees, costs and disbursements (in addition to any other
relief to which the prevailing party may be entitled).
[SIGNATURES ON FOLLOWING PAGE]
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Stock Pledge
Agreement to be duly executed under seal as of the date first above written.
"PLEDGOR"
USV Partners, LLC
/s/ C. Gregory Earls
----------------------------------
C. Gregory Earls
Sole Member of USV Management, LLC
Manager of USV Partners, LLC
Address: U.S. Viewing Corp.
2001 Pennsylvania Avenue, NW
Suite 675
Washington, DC 20006
"PLEDGEE"
U.S. TECHNOLOGIES INC.
/s/ John P. Brocard
---------------------------------
John P. Brocard
Executive Vice President
Address: 3901 Roswell Road, Suite 300
Marietta, Georgia 30062
5
