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Filed by U.S. Technologies Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed filed Pursuant to Rule 14a-12 Under the
Securities Exchange Act of 1934
Subject Company: On-Site Sourcing, Inc.
(Commission File No. 0-20947)
Monday, July 31, 2000 - 9:33 AM Press Release
Subject: U.S. Technologies to Acquire Publicly Traded On-Site Sourcing
Business-Editors/Hi-Tech Writers
WASHINGTON -- (BUSINESS WIRE) -- July 31, 2000 -- U.S. Technologies
Inc. (NASDAQ BB: USXX) today announced that it has entered into an agreement to
acquire publicly traded On-Site Sourcing, Inc. (NASDAQ: ONSS) for approximately
$35 million in U.S. Technologies' common stock and cash.
On-Site Sourcing is a leading provider of digital imaging, document
management, and litigation reprographics services to law firms, corporations,
consulting firms, accounting firms and financial institutions.
On-Site Sourcing recently reported record sales ($18.4 million),
earnings from operations ($2.6 million) and net income ($1.4 million) for the
first six months of its fiscal year 2000. The Company is headquartered in
Arlington, Virginia.
"On-Site Sourcing has experienced dramatic top- and bottom-line growth
over the past year, and it has an excellent reputation in the document
management community," said Gregory Earls, Chairman and Chief Executive Officer
of U.S. Technologies. He added, "with this acquisition, U.S. Technologies will
be able to transfer leading-edge technologies developed by some of our Internet
associated companies to On-Site's robust customer base. On-Site's financial
performance and customer depth represent the type of company we want to add to
our growing portfolio."
Under the terms of the agreement, On-Site Sourcing shareholders will
exchange their shares for approximately 26.25 million U.S. Technologies shares
and $8.75 million in cash. This assumes that the maximum cash election is made
by holders of On-Site shares that would be outstanding if all outstanding
options and non-public warrants were exercised before closing.
The transaction value for On-Site shares is at least $5.00 based on the
agreed terms and recent market prices. On-Site's publicly traded warrants to buy
shares at $6.00 are expected to be converted to U.S. Technologies' warrants.
The transaction is subject to completion of due diligence, negotiations
and execution of definitive agreements, which the companies believe will be
completed by September. Closing
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will be subject to usual conditions including shareholder approvals and SEC
registration of the securities to be issued in the merger, as will adoption of
U.S. Technologies' already announced charter amendment to increase the common
shares it is authorized to issue.
The companies hope to complete these steps and close the merger early
next year. U.S. Technologies will soon decide whether to delay its upcoming
annual meeting for election of its directors or to hold a special meeting of its
stockholders for votes on this merger and other planned votes such as the
charter amendment.
U.S. Technologies also announced that its Board of Directors has
decided to initiate efforts to divest its current prison-based outsourcing
services business so that it may focus exclusively on its transformation into a
distributive Internet operating company. "Both this merger and the divestiture
of our prison-based outsourcing sector are important steps in this
transformation," stated Earls.
"We are excited about this transaction and the opportunity it will give
us to provide our customers with the corporate Internet technology applications
and solutions available from U.S. Technologies' associated companies like
Portris," said Christopher J. Weiler, CEO of On-Site Sourcing. "Our customers
have asked us to supply more and more Internet-based services that can enhance
their productivity and profitability and this merger will enable us to achieve
that goal more rapidly," added Weiler.
Portris, one of U.S. Technologies' associated companies, is developing
an XML-based collaborative network for multi-site, simultaneous document
management. Portris' technology will allow customers to manage vast amounts of
data and information technology more efficiently and productively in a
scaleable, secure and real-time fashion.
Portris has targeted three markets - legal services, consulting, and
financial services - all of which are markets where On-Site Sourcing already has
strong penetration and long-term customer relationships. "We believe Portris'
technology has the potential to revolutionize the manner in which companies
manage data, knowledge and information," Earls remarked.
"As an example of the power of this merger, On-Site Sourcing will
enable Portris to accelerate its market penetration and revenue-ramp up. There
are several other exciting opportunities being developed by our associated
companies for similar strategic relationships", Earls stated. Weiler concurred
and added, "We believe that merging state-of-the-art Internet technologies with
established operating companies like On-Site is an excellent growth strategy. We
can blend the vertical market penetration of U.S. Technologies' operating units
with the unique Internet capabilities of Portris."
"U.S. Technologies believes that the successful Internet company of the
future is moving towards a model in which associate companies combine their
capabilities and technologies to offer each other's respective customer base a
more comprehensive suite of services. This merger
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has been contemplated with this strategic direction in mind," concluded Earls.
About U.S. Technologies Inc.
U.S. Technologies operates as a developer of Internet enterprises, with
an emphasis on the support of technology-driven start-ups and early stage
business-to-business companies. It has recently been named one of the Top 50
technology companies to watch in the Washington, DC metro area by dbusiness.com.
This release contains "forward looking statements" concerning
prospective future events and results. Such prospective events include
acquisitions and investments, and prospects for such acquisitions and
investments. U.S. Technologies cautions that actual development and results may
differ materially from its prospective future events.
There can be no assurance that the conditions necessary to completing
any prospective event will occur. Additional investments in the Company or by
the Company or an unrelated person in any company that is a part of the
Company's Internet investment portfolio provide no assurance that the Company or
such portfolio company will succeed or that the Company's investments will be
recovered or profitable.
The Company's assets and operations, including results of operations,
would be affected materially by either occurrence of any such event or the
failure of any such event to occur, by the extent to which it and its portfolio
companies continue to have access to financing sources on reasonable terms in
order to pursue its and their business plans, by the success or failure of the
business plans of its portfolio companies, by economic conditions generally and
particularly in the developing e-commerce market, by competition and
technological changes in its and its portfolio companies' industries and
businesses, and by the results of its and its portfolio companies' operations if
and when operating.
The Company's assembly and other outsourcing business activities
involve a limited number of facilities serving a limited number of customers,
all of which are subject to material changes outside the Company's control.
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CONTACT: U.S. Technologies Inc.
Holly Moskerintz, Communications Director
202/466-3100
[email protected]
WWW.USXX.COM
This notice is not intended to constitute an offer to sell or an offer
to buy any securities. Any securities to be issued pursuant to the proposed
merger described in this press release will be issued pursuant to applicable
provisions of the Securities Act of 1933. Investors are urged to read the
relevant documents to be filed with the Securities Exchange Commission, which
will contain important information about the transaction. Investors can obtain
any document filed with the Commission for free at the Commission's web site,
HTTP://WWW.SEC.GOV.
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