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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) December 21, 2000
US INDUSTRIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22388 99-0273889
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
40 Skokie Boulevard, Suite 110
Northbrook, Illinois 60062
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(Address of principal executive offices) (Zip Code)
(847) 509-8500
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On December 21, 2000, Deere Park Capital, L.L.C., an Illinois limited
liability Company ("Deere Park Capital"), entered into a Stock Purchase
Agreement (the "Purchase Agreement") with Frank J. Fradella ("Fradella")
pursuant to which Fradella acquired 3,587,929 shares (the "Purchased Shares") of
the common stock of US Industrial Services, Inc. ("Registrant") for an aggregate
cash purchase price of $1,150,000. The Purchase Agreement also provides for the
grant of an option (the "Option") to Fradella to purchase an additional
3,337,929 shares of Registrant's common stock from Deere Park Capital for a
period of six months from December 21, 2000 (the "Expiration Date"), subject to
earlier termination as described below, for a cash purchase price of $2,300,000.
Prior to the date of the Purchase Agreement, Deere Park Capital owned an
aggregate of 7,175,858 shares of Registrant's common stock, constituting
approximately 81.9% of Registrant's outstanding common stock. As a result of the
Purchase Agreement, each of Deere Park Capital and Fradella currently owns
approximately 40.9% of Registrant's outstanding common stock. In the event that
Fradella exercises the Option, he will own approximately 79% of Registrant's
outstanding common stock.
Pursuant to the terms and conditions of the Purchase Agreement, the Option
will terminate prior to the Expiration Date in the event that (i) Fradella does
not vote the Purchased Shares with Deere Park Capital on any matter concerning
Registrant or (ii) Fradella and any person designated by him as a director of
Registrant do not cast their votes as directors of Registrant with the directors
of Registrant designated by Deere Park Capital. In addition, the Option will
terminate prior to the Expiration Date in the event that Registrant acquires
positive working capital in an amount equal to or greater than $2,300,000.
As a result of the Purchase Agreement, Deere Park Capital and Fradella
currently share control of Registrant equally based on their combined ownership
of approximately 81.9% of Registrant's outstanding common stock and, upon any
exercise of the Option by Fradella, Fradella will acquire control of Registrant
based on his ownership of approximately 79% of Registrant's outstanding common
stock. Deere Park Capital and Fradella have agreed that Fradella will designate
a fourth member of Registrant's Board of Directors, which currently consists of
Fradella and Allen S. Gerrard and James A. Chatz, each of whom was designated by
Deere Park Capital.
Fradella financed $300,000 of the purchase price for the Purchased Shares
with funds obtained from an individual unrelated to Registrant. Pursuant to the
unsecured promissory note issued by Fradella to such individual in connection
with the financing, the entire principal amount plus interest at the rate of 7%
per annum is due and payable on December 21, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
See Exhibit Index attached.
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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.
US INDUSTRIAL SERVICES, INC.
Date: January 5, 2001
By: /s/ Frank Fradella
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Frank Fradella
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Document
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2.1 Stock Purchase Agreement, dated as of December 21, 2000,
between Deere Park Capital, L.L.C. and Frank J. Fradella.
99.1 Press Release of US Industrial Services, Inc., dated January
5, 2001.
