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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C, 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 28, 2000
Date of Report (Date of earliest event reported)
U.S. Technologies Inc.
(Exact name of Registrant as Specified in Charter)
Delaware 0-15960 73-1284747
(State or Other (Commission) (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1130 Connecticut Avenue, NW, Suite 675, Washington, DC 20036
(Address of principal executive offices
including zip code)
(202) 466-3100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On July 31, 2000, U.S. Technologies Inc., a Delaware corporation,
announced that it had entered into an Agreement in Principle to acquire On-Site
Sourcing, Inc. (NASDAQ OTC: ONSS) for approximately $35 million in U.S.
Technologies' common stock and cash. Under the terms of the agreement, assuming
holders of On-Site elect to receive the maximum amount of cash they are entitled
to receive, and assuming the exercise of all outstanding options and warrants,
On-Site Sourcing shareholders will exchange their shares for approximately 26.25
million U.S. Technology shares and $8.75 million in cash.
The transaction value for On-Site shares is at least $5.00 based on the
terms of the Agreement in Principle and recent market prices. On-Site's publicly
traded warrants which allow holders to purchase On-Site common stock at $6.00 a
share are expected to be converted into U.S. Technologies warrants. For purposes
of this transaction, U.S. Technologies shares are deemed to have a value of
$1.00 per share.
The transaction is subject to the completion of due diligence,
negotiations, and execution of a definitive agreement, which the companies
believe will be entered into by September. Completion of the merger will be
subject to usual conditions including shareholder approvals and SEC registration
of the U.S. Technologies securities to be issued in the merger, as well as,
adoption of U.S. Technologies' already announced charter amendment to increase
the number of shares U.S. Technologies is authorized to issue. U.S. Technologies
hopes to complete these steps and close the merger early next year.
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 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibits
2.1 Agreement in Principle, dated July 28, 2000, between
U.S. Technologies Inc. and On-Site Sourcing, Inc.
99.1 Press Release, dated July 31, 2000, announcing an
agreement to acquire On-Site Sourcing, Inc.
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SIGNATURES
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. TECHNOLOGIES INC.
By: /s/ Gregory Earls
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Gregory Earls
Co-Chairman and Co-Chief Executive
Officer
Dated: August 1, 2000
Washington, DC
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