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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) -- DECEMBER 29, 1999
U S INDUSTRIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 00-22388 99-0273889
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
11011 JONES ROAD, HOUSTON, TEXAS 77070
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE -- (281) 774-7012
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 27, 1999, the Board of Directors of U S Industrial
Services, Inc., a Delaware corporation ("US Industrial"), unanimously adopted
resolutions authorizing a proposed amendment (the "Charter Amendment") to US
Industrial's Certificate of Incorporation to reduce the number of authorized
shares of US Industrial's Preferred Stock, $.01 par value per share, from
20,000,000 shares to 1,000,000 shares, declared the Charter Amendment to be
advisable and called for the submission of the Charter Amendment for stockholder
approval.
American Eco Corporation, an Ontario corporation (the "Majority
Stockholder"), as the holder of approximately 81.9% of the currently outstanding
shares of Common Stock, $.01 par value per share, on December 27, 1999 (the
"Record Date"), provided its written consent on December 27, 1999 to adopt the
Charter Amendment pursuant to Section 228(d) of the General Corporation Law of
the State of Delaware. The Charter Amendment became effective on December 29,
1999 upon filing with the Secretary of State of the State of Delaware. A notice
was mailed on or about January 10, 2000 to stockholders of record of US
Industrial as of the close of business on the Record Date informing such
stockholders of the adoption of the Charter Amendment by the Majority
Stockholder.
The Board of Directors of US Industrial believes that the reduction in
the number of authorized shares of US Industrial's Preferred Stock effected by
the Charter Amendment will result in a savings to US Industrial since the annual
franchise tax payable to the State of Delaware is based in part upon the number
of shares of capital stock which are authorized by US Industrial's Certificate
of Incorporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.1 Certificate of Amendment to Certificate of Incorporation of
US Industrial, dated December 28, 1999, as filed with the
Secretary of State of the State of Delaware on December 29,
1999.
99.1 Notice to Stockholders of US Industrial, dated December 29,
1999.
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SIGNATURE
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 thereunto duly authorized.
U S INDUSTRIAL SERVICES, INC.
By: /s/ Michael E. McGinnis
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Name: Michael E. McGinnis
Title: President and Chief Executive
Officer
Dated: January 10, 2000
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EXHIBIT INDEX
Number Description
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3.1 Certificate of Amendment to Certificate of Incorporation of US
Industrial, dated December 28, 1999, as filed with the
Secretary of State of the State of Delaware on December 29,
1999.
99.1 Notice to Stockholders of US Industrial, dated December 29, 1999.
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
U S INDUSTRIAL SERVICES, INC.
(PURSUANT TO SECTION 242 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
U S INDUSTRIAL SERVICES, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation duly adopted
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resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
calling for the submission of said amendment to the stockholders of the
Corporation pursuant to Section 242 of the General Corporation Law of the State
of Delaware, and stating that such amendment will be effective only after
approval thereof by the holders of a majority of the outstanding shares of
common stock, $.01 par value per share ("Common Stock"), of the Corporation
entitled to vote thereon.
SECOND: That thereafter, pursuant to resolutions of the Board of
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Directors of the Corporation, said amendment was submitted to the holder of a
majority of the outstanding shares of Common Stock of the Corporation entitled
to vote thereon, and such holder adopted the following resolution pursuant to
Sections 228 and 242 of the General Corporation Law of the State of Delaware to
amend the Certificate of Incorporation of the Corporation:
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RESOLVED, that the Certificate of Incorporation be, and it
hereby is, amended by deleting in its entirety the present Article
FOURTH and substituting in lieu thereof the following new Article
FOURTH
"The total number of shares of stock which the Corporation shall have
authority to issue is twenty-five million (25,000,000) shares of
common stock, $.01 par value per share (hereinafter referred to as
"Common Stock"), and one million (1,000,000) shares of preferred
stock, $.01 par value per share (hereinafter referred to as "Preferred
Stock").
THIRD: That said amendment was duly adopted in accordance with the
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provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its CFO, this 28th day of December, 1999.
U S INDUSTRIAL SERVICES, INC.
By: /s/ Mike Appling, Jr.
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Mike Appling, Jr.
CFO
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EXHIBIT 99.1
U S INDUSTRIAL SERVICES, INC.
11011 JONES ROAD
HOUSTON, TEXAS 77070
(281) 774-7012
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NOTICE
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GENERAL
This Notice is being furnished by U S Industrial Services, Inc., a
Delaware corporation (the "Corporation"), to advise you, as a holder of the
Corporation's Common Stock, $.01 par value per share, of an amendment to our
Certificate of Incorporation recently adopted by written consent by the holder
of more than a majority of the outstanding shares of Common Stock. The amendment
was adopted in order to reduce the annual franchise tax payable by the
Corporation to the State of Delaware. The amendment does not affect your
ownership of Common Stock of the Corporation. No approval of the other
stockholders of the Corporation is required or is being sought as to the action
described in this Notice.
This Notice is being mailed on or about January 10, 2000 to
stockholders of record of the Corporation as of the close of business on
December 27, 1999 (the "Record Date").
AMENDMENT TO CERTIFICATE OF INCORPORATION
GENERAL
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On December 27, 1999, the Board of Directors of the Corporation
unanimously adopted resolutions authorizing a proposed amendment (the "Charter
Amendment") to the Corporation's Certificate of Incorporation to reduce the
number of authorized shares of the Corporation's Preferred Stock, $.01 par value
per share, from 20,000,000 shares to 1,000,000 shares, declared the Charter
Amendment to be advisable and called for the submission of the Charter Amendment
for stockholder approval.
American Eco Corporation, an Ontario corporation (the "Majority
Stockholder"), as the holder of approximately 81.9% of the currently outstanding
shares of Common Stock on the Record Date, provided its written consent on
December 27, 1999 to adopt the Charter Amendment. Section 228(d) of the General
Corporation Law of the State of Delaware provides that stockholders of a
Delaware corporation holding a number of shares sufficient to authorize
corporate action, but less than all of the outstanding shares, may authorize the
action by written consent provided that prompt notice is given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting, advising
them of the action taken.
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The Corporation is sending this Notice to all remaining stockholders
of the Corporation to advise them that the Charter Amendment deleted Article
FOURTH of the previous Certificate of Incorporation in its entirety and
substituting in lieu thereof the following new Article FOURTH:
"FOURTH: Capital Stock. The number of shares of stock which the
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Corporation shall have authority to issue is twenty-five million
(25,000,000) shares of common stock, $.01 par value per share
(hereinafter referred to as "Common Stock"), and one million
(1,000,000) shares of preferred stock, $.01 par value per share
(hereinafter referred to as "Preferred Stock")."
The Charter Amendment became effective on December 29, 1999 upon
filing with the Secretary of State of the State of Delaware.
REASON FOR REDUCTION IN AUTHORIZED SHARES OF PREFERRED STOCK
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When the Corporation changed its state of incorporation from Hawaii to
Delaware as well as its name from EIF Holdings, Inc. to U S Industrial Services,
Inc. in June of 1998, it established a large number of authorized shares of
Preferred Stock in contemplation of certain corporate transactions. Since the
Corporation did not engage in these contemplated corporate transactions and
since the Board of Directors now believes that reducing the number of authorized
shares of Preferred Stock from 20,000,000 shares to 1,000,000 shares should be
sufficient for any future transactions or other corporate needs, it is not
necessary for the Corporation to have such a large number of authorized shares
of Preferred Stock. Furthermore, by reducing the number of shares of authorized
Preferred Stock, the Corporation will be able to save on the annual franchise
tax payable by the Corporation to the State of Delaware since the franchise tax
is based in part upon the number of shares of capital stock which are authorized
by the Corporation's Certificate of Incorporation.
The Corporation has not previously issued, nor does it have any
present plans to issue, any shares of Preferred Stock. The amendment to the
Certificate of Incorporation does not affect the authorized shares of Common
Stock or your ownership of Common Stock.
WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT TO THE ACTION DESCRIBED
HEREIN, AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR A CONSENT TO THE
CORPORATION.
By order of the Board of Directors
/s/ Michael E. McGinnis
Michael E. McGinnis
President
December 29, 1999
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