-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uh03qu8NZ0OTd1NpUAK0Inatu88mHVKLRLX7nixspLSAgNSlcJfzwYjDaz+SA53Z bmC0EY02HV32WHlqa8u1/A== 0000810130-02-000012.txt : 20020501 0000810130-02-000012.hdr.sgml : 20020501 ACCESSION NUMBER: 0000810130-02-000012 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S TECHNOLOGIES INC CENTRAL INDEX KEY: 0000810130 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 731284747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15960 FILM NUMBER: 02628479 BUSINESS ADDRESS: STREET 1: 1130 CONNECTICUT AVE NW STREET 2: SUITE 700 CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 7705654311 MAIL ADDRESS: STREET 1: 3901 ROSWELL ROAD STREET 2: SUITE 300 CITY: MARIETTA STATE: GA ZIP: 30062 FORMER COMPANY: FORMER CONFORMED NAME: CAREAMERICA INC DATE OF NAME CHANGE: 19890720 10KSB/A 1 f10ksba1201.txt FORM 10-KSB/A Page 1 FORM 10-KSB/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2001 |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ___________ to _____________ Commission File Number 0-15960 U.S. TECHNOLOGIES INC. (Exact name of registrant as specified in its charter.) State of Delaware 73-1284747 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1130 Connecticut Avenue, N.W., Suite 700 Washington, DC 20036 (Address of principal executive offices.) Registrant's telephone number, including area code: (202) 466-3100 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES |X| NO |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-K. YES |X| NO |_| The aggregate market value of voting common stock held by non-affiliates of the Registrant at March 31, 2002 was approximately $18,268,148. The number of shares outstanding of the Registrant's Common Stock, par value $0.02 per share, at March 31, 2002 was 142,696,221 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy (the "Definitive Proxy Statement") to be filed with the Securities and Exchange Commission for the Company's 2002 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-KSB. Page 2 TABLE CONTENTS PAGE NO. PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section16(a) of the Exchange Act....... 3 Item 10. Executive Compensation.................................. 5 Item 11. Security Ownership of Certain Beneficial Owners and Management.............................................. 8 Item 12. Certain Relationships and Related Transactions.......... 12 Signatures........................................................ 13 Page 3 PART III Item 9. Directors and Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. Executive Officers Who Are Not Directors The executive officers of the Company are elected by the Board of Directors for one year or until their successors are elected and qualified. As follows are the executive officers of the Company who are not directors: Thomas Hillman has served as the Company's Chief Operating Officer as well as Chief Executive Officer of its associated company, Xi Software, Inc. since January 2002. From July 1998 to January 2002, Mr. Hillman served as CEO, president and chairman of 90East Inc., a leading managed security services provider with offices in Melbourne, Sydney, and Canberra, Australia, and Reston, VA. Mr. Hillman continues to sit on the Board of 90East and its subsidiary companies. Mr. Hillman has 22 years of experience in high-technology hardware, software, networking and services companies and has also worked in IT venture funding in the Asia Pacific market. In addition, Mr. Hillman has held executive management positions in companies such as Control Data Corporation, Apollo/H-P, Alliant, Solbourne, and Scala. Age: 46 Michael R. Skoff has served as Chief Financial Officer since January 2002 and is responsible for the financial oversight and direction of the Company. Mr. Skoff has over 15 years of experience with public and private technology companies in software, hardware and communications as both an officer and investor. From April 1999 to May 2001, Mr. Skoff served as CFO of Norcom Networks Corp., a wireless data service provider with offices in Reston, VA and Vancouver, Canada. From February 1997 to April 1999, Mr. Skoff served as CFO of Cycomm International, Inc., a manufacturer of wireless rugged computer systems for public safety market. Earlier in his career, Mr. Skoff worked as a managing director for Corstone Corporation, a consulting and investment firm, and as vice president-finance and controller for Nycal Corporation. Additionally, Mike held positions with Kimberly-Clark Corporation and Ernst & Young. Age: 39 Richard C. Legge, Jr. has served as President of UST Industries since March 2001. From October 2001 to March 2001 he served as acting President of BuyLine.net, one of our associated companies, where his role was to develop a strategy to preserve shareholder value in this e-commerce company. From May 1997 to October 2000 Mr. Legge was Division Manager of Joelson-Taylor Products a large regional manufacturer of building products. For the twelve years ended in 1997 Mr. Legge lead the growth and international expansion of CES Wireless Electronics where he held positions including Sales Manager, Engineering Manager, V.P. Business Development and President, and then through a management buyout became Principle Owner and Chairman. Mr. Legge has over twenty years of electronics manufacturing experience and has led several successful restructurings. Age: 49 BOARD OF DIRECTORS Board Size and Composition The Company's Bylaws provide that the Board of Directors shall consist of not less than one nor more than fifteen members. Each member of the Board of Directors is elected for a one-year term and until his or her successor is elected and qualified. With respect to the four present directors of the Company, all of such directorships are governed by a voting agreement, dated as of April 12, 2000, by and among the Company, USV Partners, LLC, James V. Warren, Northwood Ventures LLC, Northwood Capital Partners LLC and Jonathan J. Ledecky. Under the voting agreement, each of the parties has agreed to vote all of their U.S. Technologies Common Stock and all other U.S. Technologies securities then owned or acquired so that the board of directors shall be composed of four directors designated by USV Partners, LLC, two directors designated by Jonathan Ledecky and two directors designated jointly by Northwood Ventures LLC and Northwood Capital Partners LLC. Directors As follows are the directors of the Company as at April 30, 2002: Page 4 Gregory Earls (Director since February 1999). Mr. Earls currently is the Chairman of the Board, the Chief Executive Officer and the President of the Company. Mr. Earls had been the Co-Chairman of the Board and Co-Chief Executive Officer of the Company with James V. Warren from November 1999 until March 15, 2001. Mr. Earls served as sole Chairman of the Company's Board of Directors and sole Chief Executive Officer from February 1999 until he began to share the positions with Mr. Warren in November 1999. Mr. Earls has been President and Chief Executive Officer of U.S. Viewing Corporation, a private investment management company, since 1980. Mr. Earls is also president and a director of privately held Equitable Production Funding of Canada, Inc., a film licensing and communications holding company. He is also president and a director of National Networks, Inc., a private investment company. From 1992 to 1996, he served as chairman of the board of directors of Health and Sciences Television Network, Inc., a distributor of educational programming which was acquired by Primedia, Inc. in 1996. Mr. Earls has served as a director of Jayhawk Acceptance Corporation since he co-founded the finance company in 1994. Mr. Earls' previous business experience also included work with a large investment banking firm in the 1990's. Age: 57 Arthur J. Maxwell (Director since April 2000). Since 1989, Mr. Maxwell has been chairman and president of Affordable Interior Systems, one of the largest business furniture manufacturers in the U.S. Age: 45. James V. Warren (Director since November 1999). Mr. Warren was the Co-Chairman of the Board of Directors and Co-Chief Executive Officer of the Company from November 1999 until March 15, 2001. He and Mr. Earls shared responsibilities as Co-Chairmen of the Board of Directors and Co-Chief Executive Officers of the Company. Mr. Warren was President and Chief Executive Officer of The Spear Group, a global professional management company located in Atlanta, Georgia that he co-founded in 1981until its sale in September, 2001. Mr. Warren continues to serve on the board of The Spear Group. Age: 68 William H. Webster (Director since April 2000). The Honorable William H. Webster has been a senior partner in the Washington, D.C. office of the law firm of Milbank, Tweed, Hadley & McCloy since 1991. From 1987 to 1991, he was the Director of the U.S. Central Intelligence Agency. Mr. Webster was Director of the Federal Bureau of Investigation from 1978 to 1987. He was a judge on the U.S. Court of Appeals, 8th Circuit, from 1973 to 1978. Age: 77 The Company has accepted the resignations of the following former directors effective as of the date indicated: Eric D. Becker (February, 2002); Carl J. Rickertsen (February, 2002); Peter G. Schiff (April, 2002); Henry T. Wilson (April, 2002); Beth Dozoretz (April, 2002) and George J. Mitchell (April, 2002). None of the above resignations were due to disagreements with the Company or any matter relating to the Company's operations, policies or practices. Board Compensation Directors of the Company are reimbursed for travel expenses related to their service on the Board of Directors. This reimbursement was the sole compensation directors received from the Company for their service as directors except for the granting options described below. On May 11, 2001, the Board of Directors were awarded 350,000 stock options each for their services for the most recent year. Such awards were made with an exercise price of $0.28 per share and have a three year vesting period, which requires directors service to continue through such period. Each director that served on a Board Committee received an additional 25,000 stock options. Such awards were made to each of Messrs. Maxwell, Mitchell, Rickertsen, Schiff, Webster and Wilson. Each director that served as a chairman of a Board Committee received an additional 25,000 stock options. Such awards were made to Messrs. Rickertsen and Webster. On the same date, Mr. Earls received 2,400,000 stock options for his service to the Company over the past year. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors, certain officers and persons who own more than 10% of the outstanding Common Stock of the Company to file with the Securities and Exchange Commission reports of changes in ownership of the Company's Common Stock held by such persons. Officers, directors and greater than 10% stockholders also are required to furnish the Company with copies of all forms they file under Section 16(a). On January 9, 2001, Greg Earls and USV Partners, LLC filed a late Form 4 reporting certain transactions that occurred in November 2000. Page 5 Other than noted above, to the best of the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and representations that no other reports were required, the Company has complied with all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% stockholders during the fiscal year ended December 31, 2001. Item 10. Executive Compensation. Executive Compensation The table below sets forth the compensation paid by the Company and its wholly owned subsidiaries for services rendered in all capacities during the fiscal year ended December 31, 2001 and 2000 to the Chief Executive Officer of the Company and other executive officers of the Company whose compensation for 2001 exceeded $100,000.
Long term Compensation ------------ Securities Annual Compensation Underlying Name and Principal -------------------- Options/ Position Year Salary Bonus Other SARs (#) - ------------------- ---- ------ ----- ----- ------------- Gregory Earls(1) 2001 $250,000 $ -- $ -- 2,400,000 Chief Executive 2000 250,000 -- -- 1,450,000 Officer, President and Chairman of the Board Sean Coleman(2) 2001 150,000 -- -- 1,200,000 Vice President 2000 -- -- -- -- Ephraim Rudman(3) 2001 168,750 -- -- 500,000 Vice President 2000 -- -- -- -- Gregory Matusky (4) 2001 118,750 56,250 13,136 -- President, Public 2000 -- -- -- -- Relations - Gregory FCA David Evanson(4) 2001 118,750 56,250 18,482 -- President, Investor 2000 -- -- -- -- Relations - Gregory FCA Rick Legge (5) 2001 100,000 -- -- 500,000 President - 2000 -- -- -- -- UST Industries
- -------------------- (1) Mr. Earls was appointed Chief Executive Officer of the Company on February 11, 1999. From November 29, 1999 to March 15, 2001, Mr. Earls served as Co-Chief Executive Officer. (2) Mr. Coleman's employment with the Company was terminated on October 31, 2001. (3) Mr. Rudman's employment with the Company was terminated on December 31, 2001. (4) Mr. Matusky and Mr. Evanson are executives of a former wholly-owned subsidiary, Gregory FCA which was sold on April 1, 2002. (5) Mr. Legge commenced his employment with the Company on March 1, 2001. Page 6 Option Grants in Last Fiscal Year The table below sets forth the option grants by the Company during the fiscal year ended December 31, 2001 to the Chief Executive Officer of the Company and other executive officers of the Company.
Number of % of Total Securities Options Underlying Granted to Exercise or Options Employees Base Price Expiration Name Granted(1) In Fiscal Year ($/Sh)(2) Date ---- ---------- -------------- --------- ---- Gregory Earls 2,400,000 27.1% $ 0.28 04/27/11 Sean Coleman (3) 1,200,000 13.5% $ 0.28 10/31/01 Ephraim Rudman (4) 500,000 5.6% $ 0.28 5/31/02 Rick Legge 500,000 5.6% $ 0.28 4/27/11
(1) Options vest on a four-year schedule. (2) Exercise price of all options was equal to market price on the date of grant. (3) Mr. Coleman's employment with the Company was terminated on October 31, 2001. (4) Mr. Rudman's employment with the Company was terminated on December 31, 2001. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values The following table sets forth information with respect to options exercised by officers in the fiscal year ended December 31, 2001 and the value of such officers' unexercised options at December 31, 2001.
Number of Securities Value of Underlying Unexercised Unexercised In-the-Money Shares Options/SARs at Options/SARs Acquired FY-End(#) at FY-End ($) On Value Exercisable/ Exercisable/ Name Exercise(#) Realized($) Unexercisable Unexercisable ---- ------------- ------------- --------------- --------------- Gregory Earls -- -- 1,333,333/3,366,667 $ 97,750/-- Sean Coleman (1) -- -- --/-- -- Ephraim Rudman (2) -- -- 125,000/-- -- Rick Legge (3) -- -- --/500,000 --
- -------------------- (1) Mr. Coleman's employment with the Company was terminated on October 31, 2001. (2) Mr. Rudman's employment with the Company was terminated on December 31, 2001. (3) Mr. Legge commenced his employment with the Company on March 1, 2001. Stock Option Plans On November 1, 1999, the Board of Directors of the Company adopted the 1999 Stock Option Plan (the "1999 Stock Option Plan"). The 1999 Stock Option Plan originally reserved 3,115,000 shares of Common Stock to be issued to officers, directors and key employees of the Company and its subsidiaries and affiliates. On February 21, 2000, the Board of Directors of the Company approved amendments to the 1999 Stock Option Plan, which included, among other things, the authorization to make option grants under such plan to consultants and an increase in the amount of shares of Common Stock available for grants under the 1999 Stock Option Plan to 22,500,000 shares. On May 11, 2001, the Board of Page 7 Directors of the Company approved amendments to the 1999 Stock Option Plan to authorize an increase in the number of shares of Common Stock available for grants under the 1999 Stock Option Plan to 30,000,000 shares. In the year ended December 31, 2001, the Company granted 2,390,000 options under the 1999 Stock Option Plan to 17 employees and consultants other than directors and named executive officers. These options carry an exercise price of $0.28 per share, based on the closing sale price of the Common Stock on the date of grant. The following table sets forth information with respect to the option plans of at December 31, 2001.
Number of securities to be Number of issued upon securities exercise of Weighted-average remaining available outstanding exercise price of for future issuance options, warrants outstanding options, under equity Plan category and rights warrants and rights compensation plans - ------------- ----------------- -------------------- ------------------- Equity compensation plans approved by security 13,901,667 $0.62 16,098,333 holders(1) Equity compensation plans not approved by 8,634,727 $0.39 -- security holders(2) Total 22,536,394 $0.53 16,098,333
(1) Represents options outstanding under the 1999 Stock Option Plan as approved by shareholders. (2) Represents warrants outstanding which were issued in conjunction with financing agreements and the acquisition of Yazam. Page 8 Item 11. Security Ownership of Certain Beneficial Owners and Management. The following table shows as of March 31, 2002, the number of all shares of the Company's voting securities beneficially held by each director, by each named executive officer and by each person known by the Company to beneficially own 5% or more of any class of the Company's voting securities, and by all directors and executive officers as a group. Except as otherwise indicated, to our knowledge, each owner has sole voting and investment power over his shares. SECURITY OWNERSHIP
Shares of Common Stock Beneficially Owned Assuming Conversion of all Vested and Shares of Unvested Series A Options and Preferred Warrants to Stock % of Acquire Common % of Beneficially Series A Name Stock (1) Class(2) Owned(1) Class - ----- -------------- -------- ------------ -------- Gregory Earls(4)......... 17,011,231(5) 10.3% 52,000(6) 88.9% Jonathan Ledecky(9)...... 26,320,923 16.0% Northwood Ventures LLC(10) 25,426,209 15.4% Sommerville Trust(11).... 18,759,879 11.4% USV Partners, LLC(12).... 8,621,746 5.2% KMF Partners(13)......... 12,056,150 7.3% James V. Warren(15)...... 6,548,302(16) 4.0% 3,375(17) 5.8% The Carlyle Group(14).... 857,671(18) * Northwood Capital Partners 2.2% LLC(10)................. 3,547,671 Microdent Ltd(19)........ 295,749(18) * L-A & A Gift Trusts II(11) 2,844,812 1.7% Beth Dozoretz(20)........ 550,000(21) * China Development(22).... 184,843(18) * Billy Prince............. 1,024,125 * 3,125 5.3% William H. Webster(23)... 893,448(24) * George J. Mitchell(25)... 784,893(26) * Peter G. Schiff(27)...... 775,000(28) * Arthur J. Maxwell(29).... 719,828(30) * Henry T. Wilson(31)...... 500,000(32) * Rick Legge............... 500,000(33) * All directors and executive Officers as a group(34).. 28,282,702 17.2% 55,375 94.7%
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Shares of Common Stock Beneficially % of All Owned Assuming Classes Conversion of Combined All and All Outstanding Outstanding Shares of Shares of Classes of Options Series F Series G Preferred and Preferred Preferred Stock and Warrants Stock Stock Exercise of Converted Benefi- % of Benefi- % of All Options to Name cially Series cially Series G and Warrants Common Owned(1) F Class Owned(1) Class Outstanding(1) Stock(3) -------- ----- -------- ----- -------------- -------- Gregory Earls(4) 10,119.77(7) 37.0% 1,000.5(8) 24.4% 38,061,361 18.0% Jonathan Ledecky(9) 26,320,923 12.4% Northwood Ventures LLC(10) 25,426,209 12.0% Sommerville Trust(11) 18,759,879 8.9% USV Partners, LLC(12) 10,119.77(7) 37.0% 18,741,516 8.8% KMF Partners(13) 12,056,150 5.7% James V. Warren(15) 6,824,816 3.2% The Carlyle Group(14) 825.962 8.6% 8,683,631 4.1% Northwood Capital Partners LLC(10) 3,547,085 1.7% Microdent Ltd(19) 2,698.61 9.9% 2,994,359 1.4% L-A & A Gift Trusts II(11) 2,844,812 1.3% Beth Dozoretz(20) 200.0 4.9% 1,883,333 * China Develop- ment(22) 1,686.63 6.2% 1,871,473 * Billy Prince 1,280,156 * William H. 893,448 * Webster(23) George J. 784,893 * Mitchell(25) Peter G. 775,000 * Schiff(27) Arthur J. 719,828 * Maxwell(29) Henry T. 500,000 * Wilson(31) Rick Legge 500,000 * All directors and executive Officers as a group(34)10,120 37.0% 1,200.5 29.2% 50,942,679 24.0%
* Constitutes less than 1% of the Company's class of, or fully-diluted, stock as applicable. (1) "Beneficial Ownership" includes shares for which an individual, directly or indirectly, has or shares, or has the right within sixty (60) days to have or share, voting or investment power or both. Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 of the Exchange Act, however, all options awarded through March 31, 2002 are included without regard to Rule 13d-3. (2) The percentage of ownership reported for each person, entity or group appearing in this column is based on the 142,696,221 shares of Common Stock outstanding as of March 31, 2002, plus shares of Common Stock issuable upon the exercise or conversion of all outstanding options and warrants. Assuming such exercises and conversions, the Company would have 164,660,948 Page 10 shares outstanding. (3) The percentage of ownership reported for each person, entity or group appearing in this column is based on the 142,696,221 shares of Common Stock outstanding as of March 31, 2002, plus shares of Common Stock issuable upon the exercise or conversion of all outstanding options and warrants and the conversion of all shares of Series A, Series F and Series G Preferred Stock. Assuming such exercises and conversions, the Company would have 211,871,853 shares of Common Stock outstanding. (4) Mr. Earls is the Chairman and Chief Executive Officer of the Company. (5) This amount includes the following shares which may be deemed to be beneficially owned by Mr. Earls: (i) 500,000 shares issuable upon the exercise of warrants held directly by The Earls Family Limited Partnership; (ii) 86,207shares owned directly by Equitable Production Funding, Inc.; (iii) 4,700,000 shares issuable upon the exercise of stock options issued to Mr. Earls under the Company's 1999 Stock Option Plan, as amended (the "1999 Plan"); and (iv) 8,621,746 shares of Common Stock held by USV Partners, LLC ("USV"). Mr. Earls is the sole member of USV Management, LLC, the manager of USV, and an investor in USV. For purposes of Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Earls may be deemed to be the beneficial owner of all shares owned by USV. Mr. Earls disclaims beneficial ownership over the shares of Common Stock held directly by USV, except for an amount of such shares held by USV represented by Mr. Earls' pecuniary interest therein. For purposes of Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Earls may be deemed to be the beneficial owner of all shares owned by The Earls Family Limited Partnership and Equitable Production Funding, Inc. because Mr. Earls owns all of the capital stock of Equitable Production Funding, Inc. and controls The Earls Family Limited Partnership. (6) Such shares of Series A Preferred Stock are convertible into 4,260,360 shares of Common Stock. (7) Such shares of Series F Preferred Stock are convertible into 10,119,770 shares of Common Stock. The amount shown includes 10,119,770 shares of the Company's Series F Preferred Stock, which are convertible into 10,119,770 shares of Common Stock, held directly by USV. Mr. Earls is the sole member of USV Management, LLC, the manager of USV, and an investor in USV. For purposes of Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Earls may be deemed to be the beneficial owner of all shares owned by USV. Mr. Earls disclaims beneficial ownership over the shares of Common Stock held directly by USV, except for an amount of such shares held by USV represented by Mr. Earls' pecuniary interest therein. (8) Such shares of Series G Preferred Stock are convertible into 6,670,000 shares of Common Stock. (9) Mr. Ledecky's address is c/o U.S. Technologies Inc., 1130 Connecticut Avenue, NW, Suite 700, Washington, D.C. 20036. (10) Northwood Ventures LLC's and Northwood Capital Partners LLC's address is 485 Underhill Boulevard #205, Syosset NY 11791-3491. These entities will be referred to herein together as "Northwood" and may be deemed to be a "group" for purposes of Rule 13d of the Exchange Act. (11) Sommerville Trust and L-A & A Gift Trusts II address is 1919 Pennsylvania Ave. NW, #725 Washington, DC 20006. These entries may be deemed to be a "group" for purposes of Rule 13d of the Exchange Act. (12) USV's address is 3421 Prospect St., Washington, D.C. 20007. (13) KMF Partners address is 1270 Avenue of the Americas, New York, NY 10020. (14) The Carlyle Group holds these shares through CIPE Investment I, L.P. and its address is 57 Berkeley Square, London, W1X5DA, United Kingdom. (15) Mr. Warren is a director of the Company. (16) This amount includes: (i) 4,698,302 shares of Common Stock that are owned directly by Mr. Warren, and (ii) 1,850,000 shares of Common Stock issuable upon the exercise of stock options issued to Mr. Warren under the 1999 Plan. (17) Such shares of Series A Preferred Stock are convertible into 276,514 shares of Common Stock. (18) This amount represents warrants to purchase shares of Common Stock. Page 11 (19) Microdent Ltd.'s address is Technology Park, Manhat, 91487, Jerusalem, Israel. (20) Ms. Dozoretz is a former director of the Company who resigned in April 2002. (21) This amount includes: (i) 116,666 shares of Common Stock issuable upon the exercise of presently exercisiable vested options (ii) an additional 233,334 shares of Common Stock issuable pursuant to options which have not vested, and (iii) 200,000 shares of Common Stock owned by her husband. The options were received as compensation for service on the Company's board of directors. (22) China Development Industrial Bank Inc.'s address is 9 F 125 Nanking East Road, Section 5, Taipei 105, Taiwan. (23) Judge Webster is a director of the Company. (24) This amount includes: (i) 130,000 shares of Common Stock issuable upon the exercise of presently exercisable vested options; (ii) 656,667 shares of Common Stock issuable upon the exercise of options which have not vested; and (iii) 103,448 shares of Common Stock. The options were received as compensation for service on the Company's board of directors. (25) Senator Mitchell is a former director of the Company who resigned in April 2002. (26) This amount includes: (i) 125,000 shares of Common Stock issuable upon the exercise of presently exercisable vested options; (ii) 625,000 shares of Common Stock issuable upon the exercise of options which have not vested, and (iii) 34,893 shares of Common Stock. The options were received as compensation for service on the Company's board of directors. (27) Mr. Schiff is a former director of the Company who resigned in April 2002. Mr. Schiff is the president of both Northwood Ventures LLC and Northwood Capital Partners LLC. For purposes of Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Schiff may be deemed to be the beneficial owner of these shares. (28) This amount includes: (i) 133,333 shares of Common Stock issuable upon the exercise of presently exercisable vested options and (ii) 641,667 shares of Common Stock issuable upon the exercise of options which have not vested. Such options were received as compensation for service on the Company's board of directors. (29) Mr. Maxwell is a director of the Company. (30) This amount includes: (i) 125,000 shares of Common Stock issuable upon the exercise of presently exercisable vested options; (ii) 250,000 Shares of Common Stock issuable upon the exercise of options which have not vested, and (iii) 344,828 shares of Common Stock. The options were received as compensation for service on the Company's board of directors. The shares are held directly by Affordable Interior Systems. Mr. Maxwell is the President and Chief Executive Officer of Affordable Interior Systems. For purposes of Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Maxwell may be deemed to be the beneficial owner of these shares. However, Mr. Maxwell disclaims beneficial ownership of any of the shares owned by Affordable Interior Systems. (31) Mr. Wilson is a former director of the Company who resigned in April 2002. Mr. Wilson is a managing director of both Northwood Ventures LLC and Northwood Capital Partners LLC. For purposes of Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Wilson may be deemed to be the beneficial owner of shares held by Northwood. (32) This amount includes: (i) 125,000 shares of Common Stock issuable upon the exercise of presently exercisable vested options and (ii) 375,000 shares of Common Stock issuable upon the exercise of options which have not vested. Such options were received as compensation for service on the Company's board of directors. (33) This amount includes 500,000 shares of Common Stock issuable upon exercise of options which have not vested. (34) Includes the shares described in all footnotes above relating to directors and executive officers. There were no other executive officers of the Company as of December 31, 2001. Page 12 Item 12. Certain Relationships and Related Transactions. During the year ended December 31, 2001, certain affiliates of the Chief Executive Officer loaned monies to the Company for working capital purposes. Such loans are non-interest bearing and were due on demand. Amounts outstanding under these loans totaled $1,507,210 at December 31, 2001 and were classified as Notes Payable - Related Parties. On June 30, 2001, the Company sold its investment in Buyline to a company controlled by the Chief Executive Officer of the Company. In exchange for the stock of Buyline, the Company received a non-recourse note (except to the extent of the stock pledge) with a face value of $100,000, which has been fully reserved for. The note bears interest at 7% and is payable only to the extent of dividend distributions paid by Buyline to the buyer or cash proceeds received by the buyer related to the sale of Buyline stock. During the year ended December 31, 2001, certain affiliates of the Chief Executive Officer were paid $241,859 by the Company as reimbursement for certain legal, accounting and administrative expenses incurred on behalf of the Company from 1998 through December 31, 2001. During 2001 and 2000, the Company paid approximately $36,000 and $97,000, respectively, to The Spear Group, a company controlled by a director of the Company for certain accounting and administrative support functions. During 2000, the Company received consulting revenues of approximately $21,000 from two of its Associated Companies for capital raising assistance. During 2001 and 2000, the Company received approximately $50,000 and $115,000, respectively, from certain Associated Companies for management and facilities fees. Such amounts have been included as a reduction of general and administrative expense in the consolidated statement of operations. During the years ended December 31, 2001 and 2000, the Chief Executive Officer, certain affiliates of the Chief Executive Officer and certain affiliates of directors and former directors purchased common stock and preferred stock of the Company for net proceeds of $539,300 and $4,306,700, respectively. Page 13 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, U.S. Technologies Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of April, 2002. U.S. TECHNOLOGIES INC. By:/s/ GREGORY EARLS --------------------- Gregory Earls Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of U.S. Technologies Inc. and in the capacities indicated. Signature Title Date /s/ GREGORY EARLS Chief Executive Officer and Director April 30, 2002 - ------------------------ Gregory Earls /s/ ARTHUR J. MAXWELL Director April 30, 2002 - ------------------------ Arthur J. Maxwell /s/ JAMES V. WARREN Director April 30, 2002 - ------------------------ James V. Warren /s/ WILLIAM H. WEBSTER Director April 30, 2002 - ------------------------ William H. Webster /s/ MICHAEL R. SKOFF Chief Financial Officer April 30, 2002 - ------------------------ Michael R. Skoff Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----