SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
USTMAN Technologies, Inc.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
916911100
(CUSIP Number)
Barry S. Rosenstein
Sagaponack Partners, L.P.
536 Pacific Avenue
San Francisco, CA 94133
(415) 989-7770
(Name, address and telephone number of person
authorized to receive notices and communications)
June 6, 2000
(Date of event which requires filing of this statement)
(Continued on following pages)
(Page 1 of 16 Pages)
______________
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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).
<PAGE>
CUSIP No. 916911100 13D Page 2 of 16 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Sagaponack Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
9,763,875
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
9,763,875
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,763,875
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
43.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 916911100 13D Page 3 of 16 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
RSP Capital, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
9,763,875
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
9,763,875
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,763,875
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
43.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 916911100 13D Page 4 of 16 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Sagaponack International Holdings, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
5,434,646
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,434,646
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.4%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 916911100 13D Page 5 of 16 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Sagaponack International Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
5,434,646
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,434,646
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.4%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 916911100 13D Page 6 of 16 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Barry S. Rosenstein
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
9,763,875
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
9,763,875
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,763,875
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
43.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP No. 916911100 13D Page 7 of 16 Pages
ITEM 1. SECURITY AND ISSUER.
Items 1(A), (B) and (C) are hereby amended and restated as follows:
The Schedule 13D filed on June 2, 1997 (the "Schedule 13D"), by (i)
Sagaponack Partners, L.P., RSP Capital, L.L.C., Sagaponack International
Holdings L.L.C., Sagaponack International Partners, L.P. and Barry S.
Rosenstein relating to the shares of Common Stock, no par value (the "Shares"),
of USTMAN Technologies, Inc. (the "Issuer"), is hereby amended by this
Amendment No. 1 to the Schedule 13D. The Issuer's principal executive office
is located at 12265 W. Bayaud Ave. Suite 110, Lakewood, Colorado 80228.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated as follows:
(a) The Reporting Persons are:
Sagaponack Partners, L.P., a Delaware limited partnership ("SPLP");
RSP Capital, L.L.C., a Delaware limited liability company ("RSPC");
Sagaponack International Holdings L.L.C., a Delaware limited liability
company ("SIH");
Sagaponack International Partners, L.P., a Cayman Islands limited
partnership ("SIP"); and
Barry S. Rosenstein, an individual.
SIH has an option to purchase 55.66075% of the Shares owned by SPLP
and may, therefore, be deemed a beneficial owner of 55.66075% of the Shares
owned by SPLP. SIP is the 99% in interest member of SIH, which is managed by
the majority in interest vote of its members, and may be deemed to share
dispositive power with respect to the Shares subject to the option held by SIH
and may, therefore, be deemed to have beneficial ownership of such Shares.
RSPC is the general partner of SPLP and SIP. Mr. Rosenstein is the
Managing Member of RSPC. Mr. Rosenstein and RSPC may be deemed to share
voting and dispositive power with respect to the Shares owned by SPLP and
those deemed to be beneficially owned by SIP and may, therefore, be deemed to
have beneficial ownership of such Shares. Mr. Rosenstein and RSPC disclaim
beneficial ownership of such Shares.
(b) The address of the principal offices of SPLP, RSPC, SIH and SIP,
and the principal business address of Mr. Rosenstein, is 536 Pacific Avenue,
San Francisco, CA 94133.
<PAGE>
CUSIP No. 916911100 13D Page 8 of 16 Pages
(c) The principal business of SPLP, SIP and SIH is investments. The
principal business of RSPC is to invest in and act as managing partner of SPLP
and SIP. Mr. Rosenstein's principal occupation is managing SPLP as the
Managing Member of RSPC.
(d) None of the persons identified in Item 2(a) has been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last 5 years.
(e) None of the persons identified in Item 2(a) was a party to any
civil proceeding during the last 5 years as a result of which it or he has
been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Mr. Rosenstein is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Item 3 is hereby amended and restated as follows:
On May 22, 1997, SPLP and SIP made a term loan of $7,000,000 to the
Issuer by purchasing Senior Subordinated Notes of the Issuer (the "Notes").
The Issuer issued 7,304,520 Shares to SPLP in consideration for the purchase
of the Notes. The Issuer also issued to SPLP to maintain its ownership
percentage in the Issuer, warrants to purchase up to 2,585,432 Shares (the
"Warrants") exercisable at the times and prices, and to the extent, that other
options and warrants owned by other shareholders of the Issuer are exercised.
Under an Option Agreement dated May 22, 1997 between SPLP and SIH,
(the "Option Agreement") SPLP granted an option to SIH to purchase 55.66075%
of the Shares and Warrants held by SPLP at the time the option is exercised.
On June 12, 1997, SPLP exercised Warrants for a noncash purchase of
33,333 Shares in order to maintain its percentage ownership of the outstanding
Shares of the Issuer. On July 7, 1997, the Issuer issued 6,667 Shares to SPLP
in order to maintain its percentage ownership of the outstanding Shares of the
Issuer.
In December 1998, SPLP converted all of the Notes and accrued interest
therein, totaling $9,717,000 into shares of Series A Preferred Stock of the
Issuer (the "Preferred Stock"). Warrants previously to be issued for
additional interest expense were also canceled upon exchange of the Notes.
The Preferred Stock has no mandatory redemption or voting rights and is not
convertible into Common Stock. The Preferred Stock has an aggregate
allocation amount (the "Allocation Amount") of $15,000,000 for purposes of
liquidation priority and dividends. The Preferred Stock bears an annual 8%
dividend, if and when declared by the Board of Directors. The Allocation
Amount increases by the amount of any dividends not declared for payment by
the Issuer. At March 31, 2000 the Allocation Amount was $17,230,285.
On June 29, 1999, SPLP made an advance to the Issuer of $750,000. The
advance was non-interest bearing, unsecured, and due on demand. In December
1999, SPLP exchanged the $750,000 advance for 2,419,355 Shares at $0.31 per
Share.
<PAGE
CUSIP No. 916911100 13D Page 9 of 16 Pages
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated as follows:
On June 6, 2000, the Issuer entered into a non-binding letter of intent
(the "Letter of Intent") with Danaher Corporation ("Danaher"), pursuant to
which Danaher proposes to purchase substantially all of the assets of, and to
assume certain liabilities of, the Issuer for cash consideration of
$17.35 million. The proposed transaction is subject to the negotiation and
execution of mutually agreeable documentation and is contingent upon
satisfactory due diligence, satisfaction of certain revenue and net equity
requirements and there being no material adverse changes in the business of the
Issuer. The proposed transaction is also subject to regulatory approval and to
the approval of Danaher's Board of Directors, the Issuer's Board of Directors
and the Issuer's shareholders. There can be no assurance that the proposed
transaction will be consummated. The letter of intent is filed as Exhibit 7
hereto and is incorporated by reference herein.
Upon consummation of the proposed transaction on its currently proposed
terms, the Issuer will be required to repay certain company debts and pay SPLP
the Preferred Stock's priority Allocation Amount. Consequently, there will be
no cash proceeds available for the holders of Common Stock.
The consummation of the proposed transaction will require the approval
of the holders of a majority of the outstanding Shares. SPLP currently holds
43.8% of the outstanding Shares. In order to assure the requisite shareholder
approval for the proposed transaction, SPLP intends to purchase Shares
through, among other things, the purchase of Shares on the open market or in
private transactions, through a tender offer or otherwise, so that it may own
a majority of the outstanding Shares of the Issuer.
However, the Reporting Persons reserve the right to sell or otherwise
dispose of the Shares owned by them, in each case on the open market or
privately negotiated transactions or otherwise, on such terms and at such
times as the Reporting Person may deem advisable.
No Reporting Person has any present plan or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a)-(j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon completion of any of the actions discussed above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) All numbers of Shares beneficially owned as stated herein are
stated as of June 7, 2000. SPLP is the direct beneficial owner of 9,763,875
Shares, representing approximately 43.8% of the outstanding Shares (based on
22,298,598 Shares outstanding as of May 11, 2000, reported in the Issuer's Form
10-QSB for the period ended March 31, 2000(the "Outstanding Shares")). The
9,763,875 Shares do not include 2,585,432 shares issuable on exercise of the
Warrants. The Warrants are only exercisable at the times and to the extent
that other warrants and options to purchase Common Stock owned by other
shareholders of the Issuer are exercised, and there is no assurance that the
Warrants will become exercisable.
<PAGE
CUSIP No. 916911100 13D Page 10 of 16 Pages
SIH and SIP may be deemed to be beneficial owners of 55.66075%
(5,434,646) of the Shares owned by SPLP, constituting 24.4% of the Outstanding
Shares, which it has an option to purchase from SPLP pursuant to the Option
Agreement. The 5,434,646 Shares do not include shares issuable on exercise of
the Warrants which are subject to the Option Agreement. The Warrants are only
exercisable at the times and to the extent that other warrants and options to
purchase Common Stock owned by other shareholders of the Issuer are exercised,
and there is no assurance that the Warrants will become exercisable.
By virtue of the relationships described in Item 2, Barry S. Rosenstein
and RSPC may be deemed to share indirect ownership of the Shares beneficially
owned directly by SPLP and the Shares deemed to be owned by SIP.
Mr. Rosenstein and RSPC disclaim all such beneficial ownership.
(b) SPLP has the sole power to vote and direct the disposition of the
9,763,875 Shares, and SIH may be deemed to have the sole power, and SIP may be
deemed to share the power, to direct the disposition of the 5,434,646 Shares
subject to the Option Agreement, excluding shares issuable on exercise of the
Warrants. By virtue of the relationships described in Item 2, Barry S.
Rosenstein and RSPC may be deemed to share the power to vote and direct the
disposition of the Shares beneficially owned directly by SPLP and to share the
power to direct the disposition of the Shares deemed to be beneficially owned
by SIH and SIP.
(c) None of the persons named in response to Item 5(a) effected any
transactions in the securities of the Issuer during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As referenced in Item 4 above, the Issuer has entered into a non-binding
Letter of Intent with Danaher, pursuant to which Danaher proposes to purchase
substantially all of the assets of, and to assume certain liabilities of, the
Issuer for cash consideration of $17.35 million. The letter of intent is filed
as Exhibit 7 hereto and is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7 Letter of Intent, among the Issuer, Danaher and SPLP,
dated as of June 6, 2000.
<PAGE>
CUSIP No. 916911100 13D Page 11 of 16 Pages
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: June 7, 2000
SAGAPONACK PARTNERS, L.L.P.
BY: RSP Capital, L.L.C.
its General Partner
By: /s/ Barry S. Rosenstein
------------------------------------
Barry S. Rosenstein
Managing Member, RSP Capital, L.L.C.
RSP CAPITAL, L.L.C.
BY: /s/ Barry S. Rosenstein
------------------------------------
Barry S. Rosenstein
Managing Member
SAGAPONACK INTERNTAIONAL HOLDINGS, L.L.C.
BY: /s/ Barry S. Rosenstein
------------------------------------
NAME: Barry S. Rosenstein
TITLE: Authorized Officer
SAGAPONACK INTERNTAIONAL HOLDINGS, L.P.
BY: RSP Capital, L.L.C.
its General Partner
BY: /s/ Barry S. Rosenstein
-----------------------------------
Barry S. Rosenstein
Managing Member, RSP Capital, L.L.C.
/s/ Barry S. Rosenstein
---------------------------------------
BARRY S. ROSENSTEIN, as an individual
<PAGE
CUSIP No. 916911100 13D Page 12 of 16 Pages
EXHIBT 7
DANAHER CORPORATION
1250 24th Street, N.W.
Suite 800
Washington, D.C. 20037
Telephone (202) 828-0850
Telecopier (202) 828-0860
June 6, 2000
Dan R. Cook
President and CEO
USTMAN Technologies, Inc.
12265 W. Bayaud Avenue, #110
Lakewood, Colorado 80228
Gentlemen:
Danaher Corporation ("Danaher" or "Buyer") is pleased to confirm our interest
in USTMAN Technologies, Inc. ("USTMAN" or "Seller"). Danaher's offer for
substantially all of USTMAN's assets, plus the assumption of certain
liabilities, is $17.35 million. Specifically, Danaher will assume certain
liabilities of USTMAN, other than funded indebtedness, set forth on USTMAN's
financial statements, accounts payables incurred by USTMAN in the ordinary
course of business that are outstanding on the closing date and that were
incurred after the date of USTMAN's financial statements, and other
liabilities as mutually agreed. Buyer intends to acquire Seller through
Veeder-Root Company or one of Buyer's wholly-owned affiliates.
This transaction is contingent on regulatory approval, if applicable, and
satisfactory due diligence. Further, this offer is subject to the negotiation
and execution of a mutually acceptable definitive purchase agreement. Such
definitive purchase agreement shall contain normal representations,
warranties, covenants and conditions concerning the conduct of the business
and the accuracy of its financial statements, as well as customary deal
protection mechanisms. Both parties agree that the contents of this letter
agreement will be kept in the strictest of confidence and discussed only with
key management and advisors on a need-to-know basis. Both parties further
agree that no press release will be issued until a definitive purchase
agreement is completed and executed. Notwithstanding the foregoing, Buyer and
Seller agree that Seller and Veeder-Root Company will issue press releases
upon the filing of a Schedule 13D by Sagaponack Partners, L.P. describing its
purchase of (or intent to purchase) additional interests in the Seller and of
Sagaponack's intentions with respect thereto. Buyer and Seller shall have an
opportunity review and approve the form of the Press Releases and Sagaponack
agrees to allow Buyer and Seller an opportunity to review and comment on the
proposed Schedule 13D filing in advance of such filing or release.
<PAGE>
CUSIP No. 916911100 13D Page 13 of 16 Pages
This letter agreement between the parties is contingent upon the satisfaction
or verification of the following assumptions:
1. December 31, 1999 balance sheet "cash and debt-free net equity" of $7.6
million. For purposes of this calculation, the term "cash and debt-free net
equity" shall mean shareholders' equity less cash and cash equivalents plus
current and long term debt. "Cash and debt-free net equity" will include
certain other liabilities. The $17.35M purchase price will be increased by the
amount, if any, that the closing balance sheet (on a comparable basis) is in
excess of the December cash and debt-free net equity; conversely, the purchase
price will be reduced by the amount, if any, that the closing balance sheet is
less than the December cash and debt-free net equity.
2. December 31, 1999, six month revenues of approximately $3.45 million and
operating profit of $425,000 (before write-off of offering costs) in the same
time period.
3. Accuracy of all present and prior years' financial statements. FY 2000's
financial statements may be subject to normal and consistent year-end
adjustments. USTMAN will endeavor to provide Danaher with full access to its
auditors and their USTMAN work papers as reasonably requested.
4. Danaher shall assume all of USTMAN's service contracts, subject to the
consent of the third parties to these contracts, and USTMAN agrees to work
with Danaher, in good faith, to effect the assignment of all such service
contracts to Danaher.
5. USTMAN will continue to conduct business as usual during the period
through to closing and not engage in any reorganization, merger or other
transaction out of the ordinary course of business. There will be no dividends
paid to shareholders during this time.
.
6. There are no material adverse changes in the business of USTMAN including
no material adverse changes in customer relationships.
7. USTMAN, Sagaponack Partners, L.P. ("Sagaponack") and Danaher will
negotiate in good faith with one another in an effort to enter into a
definitive purchase agreement. Following the date of this letter and until
the termination of this letter agreement, Seller and Sagaponack Partners, L.P.
shall not, directly or indirectly (i) initiate, solicit or encourage any
inquiries or proposals that constitute, or could reasonably be expected to
lead to, a proposal or offer for a merger, consolidation, or business
combination of Seller, or the sale of all or substantially all of its assets,
or the sale of shares of capital stock of Seller, including, without
limitation, by way of a tender offer or exchange offer by any person or entity
(any of the foregoing inquiries or proposals being referred to in this letter
agreement as an "Acquisition Proposal"), (ii) engage in negotiations or
discussions concerning, or provide to any person or entity any confidential
information or data relating to Seller for the purposes of, or otherwise
cooperate with or assist or participate in, facilitate or encourage, any
inquiries or the making of any Acquisition Proposal, (iii) agree to, approve
or recommend any Acquisition Proposal, or (iv) take any other action that may
lead to an Acquisition Proposal or that are otherwise inconsistent with the
<PAGE>
CUSIP No. 916911100 13D Page 14 of 16 Pages
obligations and commitments assumed by Seller pursuant to this Section 7
provided, however, that nothing contained in this letter agreement shall
prevent Seller or its Board of Directors from furnishing confidential
information to, or entering into discussions or negotiations with, any person
or entity in connection with an unsolicited bona fide written Acquisition
Proposal to Seller or its stockholders, if and only to the extent that the
Board of Directors of Seller determines in good faith (after consultation with
outside legal counsel) that such action is required for such Board of
Directors to comply with its fiduciary duties to stockholders under applicable
law. Seller and Sagaponack Partners, L.P. shall (i) promptly notify Buyer in
writing after receipt by Seller or any of its subsidiaries or their respective
officers, directors, employees, representative or agents of any Acquisition
Proposal or any inquiries indicating that any Person is considering making or
wishes to make an Acquisition Proposal, which notification shall be in writing
and shall contain the principle financial terms of such Acquisition Proposal
and the identity of the Person making any such Acquisition Proposal, and (ii)
promptly notify Buyer in writing after receipt of any request for Confidential
Information relating to it or for access to its properties, books or records
by any person that may be considering making, or has made, an Acquisition
Proposal.
8. Formal approval of the final purchase agreement by the Danaher and USTMAN
Board of Directors and/or shareholders, as applicable.
Danaher shall offer employment to Dan Cook and Jim Grant at no less than each
of their respective levels of current compensation. Other USTMAN employees
that receive continued offers of employment from Danaher will receive offers
at comparable levels to their current compensation, alternatively, Danaher
will provide for severance to those employees who are not offered continued
employment.
10. Any necessary governmental or regulatory approvals.
11. In addition, USTMAN and Sagaponack Partners, L.P. and Danaher agree to
the following termination and termination fee provisions, which shall be
binding and enforceable on all parties, and shall be incorporated into the
definitive purchase agreement:
(a) This letter agreement may be terminated at any time, whether before
or after Buyer or Seller enter into a definitive agreement or before or after
approval of the definitive agreement by Seller's stockholders or its or
Buyer's Board of Directors, solely:
(i) upon mutual agreement of USTMAN and Danaher;
(ii) by Seller, on the one hand, or by Buyer, on the other hand, if
the closing of the acquisition described in this letter agreement shall not
have occurred on or before 5:00 p.m. Washington, D.C. time on September 30,
2000, provided that the right to terminate this letter agreement shall not be
available to either party whose material misrepresentation, material breach of
warranty or material failure to fulfill any obligation under this letter
agreement has been the cause of, or resulted in, the failure of the closing to
occur before such date; or
<PAGE>
CUSIP No. 916911100 13D Page 15 of 16 Pages
(iii) if Sagaponack is the beneficial owner of in excess of 50% of
the Company's issued and outstanding voting securities, by either Seller or
Buyer if the stockholder approval has not been obtained on or before September
1, 2000 at either (x) a Seller Stockholders Meeting, as applicable, or (y) by
majority consent of the USTMAN stockholders in lieu of a meeting; or
(iv) prior to September 30, 2000, by Seller pursuant to the
provisions of section 7 above for the purposes of pursuing an Acquisition
Proposal or in the event that Seller consummates a transaction in violation of
the provisions of Section 7 above.
(b) If this letter agreement is terminated pursuant to the termination
provisions in clauses (iii) or (iv) above, then Seller shall pay to Buyer a
termination fee equal to $1,000,000 in cash and the reasonable out-of-pocket
expenses (not to exceed $75,000) incurred by Buyer in connection with this
letter agreement and the negotiation of a definitive agreement, which shall be
payable within ten (10) days from termination of this letter agreement.
Additionally, if Sagaponack is unable to obtain beneficial ownership of more
than 50% of the Company's issued and outstanding voting securities prior to
September 1, 2000, and this letter agreement or a definitive agreement is
terminated, then Seller, within ten (10) days from termination of this letter
agreement or a definitive agreement, shall reimburse Buyer its reasonable out-
of-pocket expenses (not to exceed $75,000) incurred by Buyer in connection
with this letter agreement and the negotiation of a definitive agreement. The
termination fee provisions set forth in this letter agreement are an integral
part of the transaction and constitute liquidated damages in the event of the
occurrence of the circumstances specified in this section and not a penalty
and constitute the sole and exclusive remedies of the Buyer hereunder.
In the event of the termination of this letter agreement, the letter agreement
shall forthwith become void, and there shall be no liability or obligation on
the part of any party hereto or its officers, directors or shareholders.
Notwithstanding the foregoing sentence, (i) the provisions of this section
and the confidentiality agreement previously signed between the parties shall
survive any termination of this letter agreement and (ii) each party shall
remain liable for any breach of this letter agreement prior to its
termination.
This letter agreement supercedes and replaces in its entirety the letter
agreement between the parties dated April 4, 2000.
We look forward to working with you. Please forward your response as soon as
possible, so that we may begin our due diligence in a timely fashion.
Sincerely,
DANAHER CORPORATION
By: /s/ Daniel L. Comas
--------------------
Daniel L. Comas
Vice President Corporate Development
<PAGE>
CUSIP No. 916911100 13D Page 16 of 16 Pages
Please countersign below if these terms are acceptable.
By: /s/ Dan R. Cook
------------------ Date: June 6, 2000
Dan R. Cook
USTMAN Technologies, Inc.
Solely with respect to the provisions
of Sections 7 and 11 above.
Sagaponack Partners, L.P.
a Delaware Limited Partnership
By its General Partner
RSP Capital, L.L.C.
By: /s/ Barry Rosenstein
---------------------- Date: June 6, 2000
Barry Rosenstein
<PAGE>
