UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
May 11, 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.
SEC 1746 (2-98)
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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) [X]
(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
16,151,273
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,000,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 16,151,273
WITH
10 SHARED DISPOSITIVE POWER
3,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,151,273
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ] (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON (See instructions)
OO (limited liability company)
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<PAGE>
SCHEDULE 13D (Continued)
CUSIP No. 91272D309 Page 3 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)
C. Gregory Earls
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(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
7 SOLE VOTING POWER
16,151,273
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,000,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 16,151,273
WITH
10 SHARED DISPOSITIVE POWER
3,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,151,273
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON (See instructions)
IN
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SCHEDULE 13D (Continued) Page 4 of 5 Pages
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This Amendment No. 3 on Schedule 13D is filed on behalf of USV Partners,
LLC and C. Gregory Earls to report USV Partners, LLC's consummation of its
acquisition of certain shares of U.S. Technologies Inc. (the "Issuer").
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 consummation of the purchase described in Item 5
below.
The Earls Family Limited Partnership made a contribution of approximately
$400,000 to USV Partners, LLC, which allowed USV Partners, LLC to complete the
payment of the US$5,000,000 purchase price to Issuer. The Earls Family Limited
Partnership is a member of USV Partners, LLP, and is controlled by C. Gregory
Earls, who is the sole member of USV Management LLC, which, in turn, is the
manager of USV Partners, LLC. The Earls Family Limited Partnership funded its
contribution with a loan from C. Gregory Earls.
Item 5. Interest in Securities of the Issuer.
(a), (b), (c) USV Partners, LLC owns 6,366,152 shares of common stock par
value $0.02 of Issuer ("Common Stock"). Pursuant to the Investment Agreement
previously filed with the initial filing of Schedule 13D (the "Investment
Agreement"), USV Partners, LLC has purchased (i) 500,000 shares of Preferred
Stock and (ii) Warrants to purchase 500,000 shares of Common Stock. On May 11,
1999, USV Partners, LLC made the final payment to Issuer in connection with the
$400,000 amount outstanding on the $5,000,000 purchase price under the
Investment Agreement. The Earls Family Limited Partnership contributed the
outstanding portion of the purchase price to USV Partners, LLC, and USV
Partners, LLC paid such amount to Issuer. As a result of such payment by USV
Partners, LLC, USV Partners, LLC owns 500,000 shares of Preferred Stock and
500,000 Warrants.
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 (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 Production Funding, Inc. has purchased 100,000
shares of Common Stock in a period ranging from November 19, 1998 to May 4, 1999
at prices ranging from $0.30 to $0.52 in open market transactions. Equitable
Production Funding, Inc. donated 10,000 of such shares on May 4, 1999 in a
private transaction. 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 90,000 shares of Common Stock.
<PAGE>
Pursuant to the Stock Pledge Agreement attached as Exhibit A to Amendment
No. 2 of this Schedule 13D, filed with the SEC on April 12, 1999 (the "Stock
Pledge Agreement"), the Issuer has the power to vote 3,000,000 shares held by
USV Partners, LLC that are subject to the Stock Pledge Agreement. Thus, 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 and C. Gregory Earls beneficially
own, in the aggregate, 19,151,273 shares representing 46.2% 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 March 31, 1999.
(d), (e) Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Agreement
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SCHEDULE 13D (Continued) Page 5 of 5 Pages
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: May 21, 1999
USV PARTNERS, LLC
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By: USV Management, LLC, its Manager
/s/ C. Gregory Earls
By: C. Gregory Earls
Title: Sole Member
/s/ C. Gregory Earls
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C. Gregory Earls
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EXHIBIT A
JOINT FILING AGREEMENT BETWEEN
C. GREGORY EARLS AND USV PARTNERS, LLC
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange
Act of 1934 (the "Act"), only one joint statement and any amendments thereto
need be filed whenever one or more persons are required to file such a statement
or any amendments thereto pursuant to Section 13(d) of the Act with respect to
the same securities, provided that said persons agree in writing that such
statement or any amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
C. Gregory Earls and USV Partners, LLC do hereby agree, in accordance with
Rule 13d-1(k) under the Act, to file an amended Schedule 13D and all subsequent
amendments relating to their ownership of the Common Stock, par value $0.02 of
U.S. Technologies, Inc., and do hereby further agree that said Amendment and all
subsequent amendments shall be filed on behalf of each of them.
Dated: May 21, 1999
By: /s/ C. Gregory Earls
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C. Gregory Earls
USV PARTNERS, LLC
By: USV Management, LLC, its Manager
/s/ C. Gregory Earls
--------------------------
By: C. Gregory Earls
Title: Sole Member
