-----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, PsBAhC6GvI8mtUEKq8nZTZGRUE3L9AjQqXIHt0ipTJnbMQor+s6Zq10/Hhsf+KIH 4KyC3b2HK2t0GB21Tw/v4Q== 0000950144-00-002881.txt : 20000307 0000950144-00-002881.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950144-00-002881 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000302 EFFECTIVENESS DATE: 20000302 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: S-8 SEC ACT: SEC FILE NUMBER: 333-31518 FILM NUMBER: 559958 BUSINESS ADDRESS: STREET 1: 2001 PENNSYLVANIA AVE NW STE 675 STREET 2: SUITE 300 CITY: WASHINGTON STATE: DC ZIP: 20006 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 S-8 1 U.S. TECHNOLOGIES, INC. 1 As filed with the Securities and Exchange Commission on March 2, 2000 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 U.S. TECHNOLOGIES INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 73-1284747 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) -------------------- U.S. TECHNOLOGIES INC. 1999 STOCK OPTION PLAN (Full Title of the Plan) With a copy to: Mr. Gregory Earls Stephen A. Bouchard, Esq. Co-Chairman and Co-Chief Executive Officer FLEISCHMAN AND WALSH U.S. TECHNOLOGIES INC. L.L.P. 2001 Pennsylvania Avenue, N.W., 1400 Sixteenth Street, N.W. Suite 675 Suite 600 Washington, D.C. 20006 Washington, DC 20036 (202) 466-4557 (202) 939-7900 (Name, Address and Telephone Number, Including Area Code of Agent for Service) -------------------- CALCULATION OF REGISTRATION FEE
================================================================================================= Proposed Proposed Amount Maximum Maximum Amount of to be Offering Aggregate Registration Title of Securities Registered Price Per Offering Fee to be Registered (1)(2) Share Price (2) - ------------------------------------------------------------------------------------------------- Common Stock, par value $.02 per share 3,115,000 shares $3.42 $10,653,300 $2,812.47
- ------------------------- (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers, in addition to the number of shares of common stock stated above, a number of shares which by reason of certain events specified in the Plan may become subject to the Plan. (2) Estimated in accordance with Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee and based upon the average of the high and low bid prices for shares of the Registrant's Common Stock on the OTC Bulletin Board on February 24, 2000 of $3.42 per share. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the U.S. Technologies Inc. 1999 Stock Option Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act. Such document(s) (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. 3 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents previously or concurrently filed by U.S. Technologies Inc. (the "Company") with the Commission are hereby incorporated by reference in this Registration Statement: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed pursuant to Rule 13a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the Company's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 1999 filed on May 17, 1999, pursuant to Rule 13a-1 of the Exchange Act. (c) the Company's Current Report on Form 8-K filed on May 26, 1999, pursuant to Rule 13a-1 of the Exchange Act. (d) the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1999 filed on August 16, 1999, pursuant to Rule 13a-1 of the Exchange Act. (e) the Company's Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1999 filed on November 12, 1999, pursuant to Rule 13a-1 of the Exchange Act. (f) the Company's Current Report on Form 8-K filed on December 8, 1999, pursuant to Rule 13a-1 of the Exchange Act. (g) the Company's Current Report on Form 8-K filed on February 21, 2000, pursuant to Rule 13a-1 of the Exchange Act. (h) all other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to above; and (i) the description of the common stock, par value $.02 per share, of the Registrant (the "Common Stock") contained in the Registrant's Registration Statement on Form S-1 (Registration No. 033-47835) filed with the Commission on May 12, 1992 and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities 4 then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to U.S. Technologies Inc., 2001 Pennsylvania Avenue, N.W., Suite 675, Washington, D.C. 20006, telephone number (212) 466-4557. All information appearing in this Registration Statement is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. The validity of the shares of Common Stock being offered has been passed upon for the Company by Fleischman and Walsh, L.L.P. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of Delaware empowers a corporation to indemnify its directors and officers, subject to certain limitations. The Company's Bylaws require the Company to indemnify their respective directors and officers to the fullest extent permitted by law. Article NINE of the Restated Certificate of Incorporation of the Company eliminates the liability of directors of the Company for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person against expenses, fines and settlements actually and reasonably incurred by any such person in connection with a threatened, pending or completed action, suit or proceeding in which he is involved by reason of the fact that he is or was a director, officer, employee or agent of such corporation, provided that (i) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, he had no reasonable 5 cause to believe his conduct was unlawful. If the action or suit is by or in the name of the corporation, the corporation may indemnify any such person against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit is brought determines upon application that, despite the adjudication of liability but in the light of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense as the court deems proper. Any agents, dealers or underwriters who execute any of the agreements filed as Exhibit 1 to this registration statement will agree to indemnify the Company's directors and their officers who signed the registration statement against certain liabilities that may arise under the Securities Act with respect to information furnished to the Company by or on behalf of any such indemnifying party. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits.
Regulation Reference to Prior Filing or S-K Exhibit Exhibit Number Attached Number Document Attached Hereto ------ -------- ---------------------------- 4 U.S. Technologies Inc. Attached as Exhibit 4 1999 Stock Option Plan 5 Opinion of Fleischman Attached as Exhibit 5 and Walsh, L.L.P. 23-A Consent of Independent Accountants, Attached as Exhibit 23-A BDO Seidman, LLP 23-B Consent of Independent Accountants, Attached as Exhibit 23-B Brow Graham And Company P.C. 23-C Consent of Fleischman and Walsh, L.L.P. Contained in their opinion of counsel filed as Exhibit 5
6 Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that is has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington, District of Columbia on February 29, 2000 U.S. TECHNOLOGIES INC. By: /s/ C. GREGORY EARLS ----------------------------------------- C. Gregory Earls, Co-Chief Executive Officer and Co-Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities indicated on February 29, 2000. Signature/Name Title - ---------------------------------- ---------------------------------- /s/ C. GREGORY EARLS Co-Chief Executive Officer - ---------------------------------- and Co-Chairman of the Board C. Gregory Earls /s/ JAMES V. WARREN Co-Chief Executive Officer - ---------------------------------- and Co-Chairman of the Board James V. Warren /s/ J.L MOORE Executive Vice President and Chief - ---------------------------------- Operating Officer J.L. Moore EX-4 2 U.S. TECHNOLOGIES INC. 1999 STOCK OPTION PLAN 1 EXHIBIT 4 U.S. TECHNOLOGIES INC. 1999 STOCK OPTION PLAN 1. PURPOSE The purpose of the U.S. Technologies Inc. Stock Option Plan (the "Stock Option Plan") is to encourage and enable eligible directors, officers and key employees of U.S. Technologies Inc. (the "Company") and its subsidiaries to acquire proprietary interests in the Company, through the ownership of Common Stock of the Company (the "Stock"). The Company believes that directors, officers and key employees who participate in the Stock Option Plan will have a closer identification with the Company by virtue of their ability as shareholders to participate in the growth and earnings of the Company. The Plan also is designed to provide motivation for participating directors, officers and key employees to remain in the employ of and to give greater effort on behalf of the Company and its subsidiaries. It is the intention of the Company that the Stock Option Plan provide for the award of incentive stock options (the "Qualified Options") qualified under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder, as well as the award of non-qualified stock options (the "Non-Qualified Options"). Accordingly, the provisions of the Stock Option Plan relating to the Qualified Options shall be construed so as to extend and limit participation in a manner consistent with the requirements of Section 422 of the Code. 2. DEFINITIONS The following words or terms shall have the following meanings. (a) "Agreement" shall mean a stock option agreement between the Company and an Eligible Employee or Eligible Participant pursuant to the terms of this Plan. (b) "Board of Directors" shall mean the Board of Directors of the Company. (c) "Committee" shall mean the committee appointed by the Board of Directors for the purpose of administering the Stock Option Plan, which committee shall at all times consist of two or more Non-Employee Directors. (d) "Company" shall mean U.S. Technologies Inc., a corporation chartered under the laws of the State of Delaware. (e) "Eligible Employee(s)" shall mean key employees regularly employed by the Company or a Subsidiary (including officers, whether or not they 2 are directors) as the Board of Directors or the Committee shall select from time to time. (f) "Eligible Participant(s)" shall mean an Eligible Employee, a Non-Employee Director or consultants or advisors who are not employees of the Company or a Subsidiary but who are providing actual services to the Company or a Subsidiary. (g) "Market Price" shall mean the fair market value of the Company's Common Stock as determined by the Board of Directors or the Committee, acting in good faith, under any method consistent with the Code, or Treasury Regulations thereunder, which the Board of Directors or the Committee shall in its discretion select and apply at the time of the grant of the option concerned. Subject to the foregoing, the Board of Directors or the Committee, in fixing the market price, shall have full authority and discretion and be fully protected in doing so. (h) "Non-Employee Director(s)" means a member of the Board of Directors or a member of the board of directors of a Subsidiary, in each case, who is not a regular salaries employee of the Company or one of its Subsidiaries. As it related to members of the Committee as such term is defined in this Section 2 and for the purpose of Section 9 of the Stock Option Plan, "Non-Employee Director" shall have the meaning set forth in Rule 16(b)-3(b)(3) under the Securities Exchange Act of 1934, as amended. (i) "Optionee" shall mean an Eligible Employee or Eligible Participant having a right to purchase Common Stock pursuant to the Stock Option Plan. (j) "Option(s) shall mean the right or rights granted to Eligible Employees or Eligible Participants to purchase Common Stock under the Stock Option Plan. (k) "Permanent and total disability" shall be as defined in Section 22(3)(3) of the Code. (l) "Plan" shall mean this U.S. Technologies Inc. 1999 Stock Option Plan. (m) "Shares," "Stock" or "Common Stock" shall mean shares of the $.02 par value common stock of the Company. (n) "Subsidiary" shall mean any corporation, if the Company owns or controls, directly or indirectly, a majority of the voting stock of such corporation. (o) "Ten Percent Owner" shall mean an individual who, at the time an Option is granted, owns directly or indirectly (under the ownership attribution rules of Code Section 424(d)) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Subsidiary. 3 3. EFFECTIVE DATE The effective date of the Stock Option Plan (the "Effective Date") shall be the date the Stock Option Plan is adopted by the Board of Directors or the date the Stock Option Plan is approved by the shareholders of the Company, whichever is earlier. The Stock Option Plan must be approved by the affirmative vote of not less than a majority of the Shares entitled to vote at a meeting at which a quorum is present, which shareholder vote must be taken within twelve months after the date the Stock Option Plan is adopted by the Board of Directors. Such shareholder vote shall not alter the Effective Date of the Stock Option Plan. In the event shareholder approval of the adoption of the Stock Option Plan is not obtained within the aforesaid twelve-month period, then any Options granted in the intervening period shall be non-qualified stock options and not entitled to incentive stock option treatment under the provisions of Section 422 of the Code. 4. SHARES RESERVED FOR PLAN The Common Stock to be sold to Eligible Participants under the Stock Option Plan may at the election of the Board of Directors be either treasury shares or Shares originally issued for such purpose. The maximum number of Shares which shall be reserved and made available for sale under the Stock Option Plan shall be 3,115,000; provided, however, that such Shares shall be subject to the adjustments provided in Section 8(h). Any Shares subject to an Option which for any reason expires or is terminated unexercised may again be subject to an Option under the Stock Option Plan. 5. ADMINISTRATION OF THE STOCK OPTION PLAN The Stock Option Plan shall be administered by the Board of Directors or the Committee. Within the limitations described herein and except as otherwise provided in the Stock Option Plan, the Board of Directors or the Committee shall administer the Stock Option Plan, select the Eligible Participants to whom Options will be granted, determine the number of shares of Stock to be optioned to each Eligible Participant and interpret, construe and implement the provisions of the Stock Option Plan. The Board of Directors or the Committee shall also determine the price to be paid for the shares of Stock upon exercise of each Option, the period within which each Option may be exercised and the terms and conditions, consistent with the terms of the Stock Option Plan, of each Option granted pursuant to the Stock Option Plan. The Board of Directors and Committee members shall be reimbursed for out-of-pocket expenses reasonably incurred in the administration of the Stock Option Plan. If the Stock Option Plan is administered by the Board of Directors, a majority of the members of the Board of Directors shall constitute a quorum, and the act of a majority of the members of the Board of Directors present at any meeting at which a quorum is present, or acts approved in writing by all members of the Board of Directors shall be the acts of the Board of Directors. If the Stock Option Plan is administered by the Committee, a majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present 4 at any meeting at which a quorum is present, or acts approved in writing by all the members of the Committee shall be the acts of the Committee. 6. ELIGIBILITY Options granted pursuant to Section 8 shall be granted only to Eligible Employees. Options granted pursuant to Section 9 may be granted to Eligible Participants. 7. DURATION OF THE STOCK OPTION PLAN The Stock Option Plan shall expire on the tenth anniversary of the Effective Date, but with respect to Options granted hereunder prior to such date, shall remain in effect until all Shares subject to or which may become subject to the Stock Option Plan shall have been purchased pursuant to such Options; provided that Options under the Stock Option Plan must be granted within ten years from the Effective Date. 8. QUALIFIED INCENTIVE STOCK OPTIONS It is intended that Options granted under this Section 8 shall be "qualified incentive stock options" as defined under the provisions of Section 422 of the Code and the regulations thereunder or corresponding provisions of subsequent revenue laws and regulations in effect at the time such Options are granted. Such options shall be evidenced by Agreements in such form and not inconsistent with this Plan as the Committee or the Board of Directors shall approve from time to time, which Agreements shall contain in substance the following terms and conditions: (a) Number of Shares. The purchase price for shares of Stock purchased upon exercise will be equal to 100% of the Market Price on the day the Option is granted, as determined by the Board of Directors or the Committee; provided that the purchase price of Stock deliverable upon the exercise of a qualified incentive stock option granted to a Ten Percent Owner shall be not less than one hundred ten percent (110%) of the Market Price on the day the Option is granted, as determined by the Board of Directors or the Committee, but in no case less than the par value of such shares of Stock. (b) Number of Shares. The Agreement shall specify the number of shares of Stock which the Optionee may purchase under such Option. (c) Exercise of Options. The Shares subject to the Option may be purchased in whole or in part by the Optionee in accordance with the terms of the Agreement, from time to time after shareholder approval of the Stock Option Plan, but in no event later than ten years from the date of grant of the Option. Notwithstanding the foregoing, shares of Stock subject to an Option grated to a Ten Percent Owner shall be exercisable no later than five years from the date of grant of the Option. 5 (d) Medium and time of Payment. Shares of Stock purchased pursuant to an Agreement shall be paid for in full at the time of purchase. Payment of the purchase price shall be in cash. Upon receipt of payment, the Company shall, without transfer or issue tax, deliver to the Optionee (or other person entitled to exercise the Option) a certificate or certificates for such shares of Stock. (e) Rights as a Shareholder. An Optionee shall have no rights as a shareholder with respect to any shares of Stock covered by an Option until the date of issuance of the stock certificate to the Optionee for such shares of Stock. Except as otherwise expressly provided in the Stock Option Plan, no adjustments shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificates is issued. (f) Non-assignability of Option. No Option shall be assignable or transferable by the Optionee except by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by him or her. (g) Effect of Termination of Employment or Death. In the event that an Optionee during his or her lifetime ceases to be an employee of the Company or of a Subsidiary for any reason (including retirement) other than death or permanent and total disability, any Option or unexercised portion thereof which was otherwise exercisable on the date of termination of employment shall expire 90 days from the date of such termination, but in no event after the term provided in the Optionee's Agreement; provided, however, that if such Optionee is also a director of the Company, or a Subsidiary at the time of cessation of employment, the termination of the employment of the Optionee will be deemed to have occurred only upon the Optionee's resignation or retirement as a director of the Company or Subsidiary. In the event than an Optionee ceases to be an employee of the Company or a Subsidiary for an reason (including retirement) other than death or permanent and total disability prior to the time than an Option or portion thereof becomes exercisable, such Option or portion thereof which is not then exercisable shall terminate and be null and void. Whether authorized leave of absence for military or government service shall constitute termination of employment for the purpose of this Plan shall be determined by the Board of Directors or the Committee, which determination shall be final and conclusive. In the event that an Optionee ceases to be an employee of the Company or a Subsidiary by reason of death or permanent and total disability, any Option or unexercised portion thereof which was otherwise exercisable on the date such Optionee ceased employment shall expire unless exercised within a period of one year from the date on which the Optionee ceased to be an employee, but in no event after the term provided in the Optionee's agreement. In the event that an Optionee ceases to be an employee of the Company or a Subsidiary by reason of death or permanent and total disability, any Option or portion thereof which was not exercisable on the date such Optionee ceased employment shall become immediately exercisable for a period of one 6 year from the date on which the Optionee ceased to be an employee, but in no event after the term provided in the Optionee's Agreement. In the event of the death of an Optionee, the Option shall be exercised by his or her personal representatives, heirs or legatees, as provided herein. (h) Recapitalization. In the event that dividends are payable in Common Stock of the Company or in the event there are splits, subdivisions or combinations of the Common Stock, the number of shares of Stock available under the Stock Option Plan shall be increased or decreased proportionately, as the case may be, and the number of shares of Stock deliverable upon the exercise thereafter of any Option theretofore granted shall be increased or decreased proportionately, as the case may be. (i) Reorganization. In case the Company is merged or consolidated with another corporation and the Company is not the surviving corporation, or in case the property or stock of the Company is acquired by another corporation, or in case of a separation, reorganization, recapitalization or liquidation of the Company, the Board of Directors of the Company, or the Board of Directors of any corporation assuming the obligations of the Company hereunder, shall either (i) make appropriate provision for the protection of any outstanding Options by the substitution on an equitable basis of appropriate stock of the Company, or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect to the Common Stock, provided only that the excess of the aggregate fair market value of the shares of Stock subject to Option immediately after such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares of Stock subject to Option immediately before such substitution over the purchase price thereof, or (ii) upon written notice to the Optionee provide that the Option (including, in the discretion of the Board of Directors, any portion of such Option which is not then exercisable) must be exercised within sixty days of the date of such notice or it will be terminated. If any adjustment under this Section 8(i) would create a fractional share of Stock or a right to acquire a fractional share, such shall be disregarded and the number of shares of Stock available under the Stock Option Plan and the number of shares of Stock covered under any Options previously granted pursuant tot he Stock Option Plan shall be the next lower number of shares of Stock, rounding all fractions downward. An adjustment made under this Section 8(i) by the Board of Directors shall be conclusive and binding on all affecting persons. Except as otherwise expressly provided in this Plan, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation; and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by 7 reason thereof shall be made with respect to, the number of prices of Common Stock subject to an Option. The grant of an Option pursuant to the Stock Option Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its businesses or assets. (j) Annual Limitation. The aggregate fair market value (determined at the time the Option is granted) of the shares of Stock with respect to which qualified incentive stock options are exercisable for the first time by an Optionee during any calendar year (under all incentive stock option plans of the Company) shall not exceed $100,000. Any excess over such amount shall be deemed to be related to and part of a non-qualified stock option granted pursuant to Section 9 of the Stock Option Plan. (k) General Restriction. Each Option shall be subject to the requirement that if at any time the Board of Directors shall determine, in its discretion, that the listing, registration or qualification of the shares of Stock subject to such Option upon any securities or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Option or the issue or purchase of shares of Stock thereunder, such Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. Alternatively, such Options shall be issued and exercisable only upon such terms and conditions and with such restrictions as shall be necessary or appropriate to effect exemption from such listing, registration or other qualification requirement. 9. NON-QUALIFIED STOCK OPTIONS (a) Within the limitations described in Section 9(b), the Board of Directors or the Committee may grant to Eligible Participants Options under the Stock Option Plan which are not "qualified incentive stock options" as defined under the provisions of Section 422 of the Code. Such non-qualified stock options shall be evidenced by Agreements in such form and not inconsistent with this Plan as the Board of Directors or the Committee shall approve from time to time, which Agreements shall contain in substance the same terms and conditions as set forth in Section 8 hereof with respect to qualified incentive stock options (except that, with respect to Options awarded to Non-Employee Directors, references to employment with the Company shall be deemed to mean service on the Board of Directors); provided, however, that the limitations set forth in Sections 8(a) and 8(c) with respect to Ten Percent Owners shall not be applicable to non-qualified stock options granted to any Ten Percent Owner, and the limitation set forth in Section 8(j) with respect to the annual limitation of incentive stock options shall 8 not be applicable to non-qualified stock option grants; provided further, that non-qualified stock options may be granted at a purchase price equal to not less than 75% of the Market Price on the day the Option is granted. (b) With respect to Non-Employee Directors then serving on the Committee, non-qualified stock options may be granted pursuant to Section 9(a) of the Stock Option Plan to such Non-Employee Directors only upon authorization and approval by the Board of Directors or the shareholders of the Company; provided that, where the Board of Directors authorizes Option grants under this Section 9(b), the Non-Employee Director to receive such Options shall not participate in the Board of Director's authorization of such grant. 10. AMENDMENT OF THE STOCK OPTION PLAN The Stock Option Plan may at any time to time be terminated, modified or amended by the affirmative vote of not less than a majority of the shares present and voting thereon by the Company's shareholders at a meeting of the shareholders at which a quorum is present. The Board of Directors may at any time and from time to time modify or amend the Stock Option Plan in any respect, except that without shareholder approval the Board of Directors may not (i) increase the maximum number of shares of Stock for which Options may be granted under the Stock Option Plan (other than increases due to changes in capitalization as referred to in Section 8(h) hereof), or (ii) extend the maximum period during which Options may be granted or exercised, or (iii) change the class of persons eligible for Options under the Stock Option Plan, or (iv) otherwise materially modify the requirements as to eligibility for participation in the Stock Option Plan. The termination or any modification or amendment of the Stock Option Plan shall not, without the written consent of an Optionee, affect his or her rights under an Option or right previously granted to him or her. With the written consent of the Optionee affected, the Board of Directors or the Committee may amend outstanding Agreements in a manner not inconsistent with the Stock Option Plan. Without employee consent, the Board of Directors or the Committee may at any time and from time to time modify or amend outstanding Agreements in such respects as it shall deem necessary in order that incentive stock options granted hereunder shall comply with the appropriate provisions of the Code and regulations thereunder which are in effect from time to time respecting qualified incentive stock options. The Board of Directors may also suspend the granting of Options pursuant to the Stock Option Plan at any time and may terminate the Stock Option Plan at any time; provided, however, no such suspension or termination shall modify or amend any Option granted before such suspension or termination unless (i) the affected participant consents in writing to such modification or amendment or (ii) there is a dissolution or liquidation of the Company. 11. BINDING EFFECT All decisions of the Board of Directors or the Committee involving the implementation, administration or operation of the Stock Option Plan or any offering under the Stock Option Plan shall be binding on the Company and on all persons eligible or who become eligible to participate in the Stock Option Plan. 9 12. APPLICATION OF FUNDS The proceeds received by the Company from the sale of Common Stock pursuant to Options exercised hereunder will be used for general working capital. EX-5 3 OPINION OF FLEISCHMAN AND WALSH, L.L.P. 1 EXHIBIT 5 FLEISCHMAN AND WALSH, L.L.P. 1400 Sixteenth Street, NW Sixth Floor Washington, DC 20036 (202) 939-7900 March 2, 2000 Gentlemen: As counsel to U.S. Technologies Inc., a Delaware corporation (the "Company"), we have reviewed the Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, as amended, to register 3,115,000 shares of the Company's common stock, par value $.02 per share ("Shares"), to be issued by the Company's pursuant to its 1999 Stock Option Plan, as amended (the "Plan"). We have examined the originals or copies of such corporate records, documents, certificates and other instruments as we, in our judgment, considered necessary or appropriate to enable us to render the opinion below. Based on the foregoing, it is our opinion that, the Shares, when issued and delivered as contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable, and will not be subject to preemptive or other rights to subscribe for or purchase common stock of the Company. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, FLEISCHMAN AND WALSH, L.L.P. EX-23.A 4 CONSENT OF BDO SEIDMAN, LLP 1 EXHIBIT 23-A CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of U.S. Technologies Inc.(the "Company") of our report dated March 12, 1999, relating to the consolidated financial statements for the years ended December 31, 1998 and 1997, which appears in the Company's 1998 Annual Report to Shareholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 1998. BDO SIEDMAN LLP /s/ BDO SIEDMAN LLP --------------------------------------- Atlanta, Georgia March 1, 2000 EX-23.B 5 CONSENT OF BROW GRAHAM AND COMPANY P.C. 1 EXHIBIT 23-B CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of U.S. Technologies Inc.(the "Company") of our report dated April 8, 1997, relating to the consolidated financial statements for the year ended December 31, 1996, which appears in the Company's 1998 Annual Report to Shareholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 1998. BROWN GRAHAM AND COMPANY P.C. /s/ BROWN GRAHAM AND COMPANY P.C. ---------------------------------------- Georgetown, Texas March 1, 2000 -----END PRIVACY-ENHANCED MESSAGE-----