-----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, HAPnSeTRVTrwU6Rs8b/uxHPuA+6o7Qz4x5U4lUL+ArT0iI/XmQgXvKRqBt2WJ4aI c4zy2y8f+drMNCE8vZo7kA== 0000950144-01-001364.txt : 20010123 0000950144-01-001364.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950144-01-001364 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010122 GROUP MEMBERS: C. GREGORY EARLS GROUP MEMBERS: USV PARTNERS LLC SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51793 FILM NUMBER: 1512429 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: USV PARTNERS LLC CENTRAL INDEX KEY: 0001066892 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522107631 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2001 PENNSYLVANIA AVENUE NW SUITE 675 STREET 2: 202-466-3100 CITY: WASHINGTON DC STATE: PA ZIP: 20006 BUSINESS PHONE: 20246693100 MAIL ADDRESS: STREET 1: 2001 PENNSYLVANIA AVE NW STREET 2: SUITE 675 CITY: WASHINGTON STATE: DC ZIP: 20006 SC 13D/A 1 g66496sc13da.txt U.S. TECHNOLOGIES, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.6)* U.S. TECHNOLOGIES INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 91272D309 (CUSIP Number) STEPHEN A. BOUCHARD, ESQ. FLEISCHMAN AND WALSH, L.L.P. 1400 SIXTEENTH STREET, N.W. WASHINGTON, D.C. 20036 (202) 939-7911 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 11, 2000, September 20, 2000, November 14, 2000 and December 26, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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.) 2 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person USV PARTNERS, LLC - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds OO - -------------------------------------------------------------------------------- 5. Check If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship Or Place Of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ----------------------------------------------------------- Shares 8. Shared Voting Power Bene- 53,553,319 ficially ----------------------------------------------------------- Owned 9. Sole Dispositive Power by Each 53,553,319 Reporting ----------------------------------------------------------- Person With: 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 53,553,319 - -------------------------------------------------------------------------------- 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13. Percent Of Class Represented By Amount In Row (11) 37.96% - -------------------------------------------------------------------------------- 14. Type Of Reporting Person OO (limited liability company) - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person C. Gregory Earls - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds OO - -------------------------------------------------------------------------------- 5. Check If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship Or Place Of Organization U.S. - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 Number of ----------------------------------------------------------- Shares 8. Shared Voting Power Bene- 67,322,396 ficially ----------------------------------------------------------- Owned 9. Sole Dispositive Power by Each 57,888,991 Reporting ----------------------------------------------------------- Person With: 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 67,322,396 - -------------------------------------------------------------------------------- 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13. Percent Of Class Represented By Amount In Row (11) 47.24% - -------------------------------------------------------------------------------- 14. Type Of Reporting Person IN - -------------------------------------------------------------------------------- 4 The statement on Schedule 13D filed on November 23,1998, as amended by Amendment No. 1 filed on February 22, 1999, Amendment No. 2 filed on April 12, 1999, Amendment No. 3 filed on May 21, 1999, Amendment No. 4 filed on February 2, 2000 and Amendment No. 5 filed on May 11, 2000 (collectively, the "Schedule 13D") on behalf of USV Partners, LLC, a Delaware limited liability company ("USV"), and C. Gregory Earls ("Mr. Earls") is hereby amended. Item 3. Source and Amount of Funds or Other Considerations Item 3 of Schedule 13D is hereby amended by adding the following: On September 20, 2000, Mr. Earls used private funds to effect the purchase of 29,160 shares of Series A Convertible Preferred Stock, par value $0.02 ("Series A Preferred"), of U.S. Technologies Inc. (the "Issuer") from another investor of USV who had received the shares of Series A Preferred upon withdrawing his investment interest in USV. On December 26, 2000, Equitable Production Funding, Inc. used private funds to effect the purchase of 215,175 shares of Common Stock on the open market (see Item 5). Item 5. Interest in Securities of the Issuer Item 5 of Schedule 13D is hereby amended by deleting the portion of Item 5 that was added by Amendment No. 5 and replacing it with the following: (a), (b), (c) USV directly owns 6,366,660 shares of common stock, par value $0.02 ("Common Stock"), of the Issuer. As previously reported in Amendment No. 3, on May 11, 1999, USV entered into an agreement to purchase warrants to buy 500,000 shares of Common Stock ("Warrants"). Promptly after the Warrants were issued to USV, USV transferred the Warrants to the Earls Family Limited Partnership. Also, as previously reported in Amendment No. 3, on May 11, 1999, USV entered into an agreement to purchase 500,000 shares of Series A Preferred. On April 12, 2000, USV purchased from the Issuer an additional 125,000 shares of Series A Preferred in a private placement transaction for $1,250,000. Each share of Series A Preferred is convertible into the number of shares of Common Stock equal to $10 divided by $0.122. On April 12, 2000, USV also purchased 2,120 shares of Series C Mandatorily Convertible Preferred Stock, par value $0.02 ("Series C Preferred"), of the Issuer for $2,120,000. Each share of Series C Preferred is convertible into the number of shares of Common Stock equal to $1000 divided by $1.45. Mr. Earls is the sole member of the manager of USV and the President of the General Partner of the Earls Family Limited Partnership. Except as explained below with respect to the Charter Amendment, each holder of Series A Preferred is entitled to vote 5 such shares as if such shares were converted to Common Stock on all matters that require a vote of the holders of the Issuer's voting capital stock, presently comprised of the Issuer's Common Stock, Series A Preferred, the Issuer's Series B Mandatorily Convertible Preferred Stock, $0.02 par value ("Series B Preferred"), the Series C Preferred and the Issuer's Series D Mandatorily Convertible Preferred Stock, $0.02 par value ("Series D Preferred"). See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." Initially, USV was the holder of all issued and outstanding shares of Series A Preferred; however, on each of August 11, 2000, September 20, 2000 and November 14, 2000, USV distributed 31,500, 29,160 and 6,500 shares, respectively, of the Series A Preferred (convertible into a total of 5,504,916 shares of Common Stock) to several of its investors who withdrew their investment interests in USV. Under the Certificate of Designations, Rights and Preferences, as amended, setting forth the rights and preferences of the Series A Preferred, USV has the right to convert its shares of Series A Preferred to Common Stock at any time prior to January 12, 2004. Upon the conversion of USV's shares of Series A Preferred, USV would be entitled to receive 45,724,590 shares of Common Stock. However, USV and the Issuer entered into a letter agreement, dated March 1, 2000 (the "Waiver Agreement"), whereby USV waived its right to convert its shares of Series A Preferred until the effectiveness of an appropriate amendment to the Issuer's Restated Certificate of Incorporation increasing the number of shares of Common Stock that the Issuer is authorized to issue to an amount sufficient for all of the Issuer's outstanding convertible securities, warrants and options to be converted or exercised (the "Charter Amendment"). (The Waiver Agreement was previously filed with the Securities and Exchange Commission as Exhibit 4.6 to the Issuer's Report on Form 10-K for the year ended December 31, 1999.) USV presently intends to convert its Series A Preferred shares to Common Stock once the Charter Amendment is effective. The terms of the Series B Preferred, the Series C Preferred and the Series D Preferred do not permit the holders thereof to vote on the Charter Amendment, but otherwise permit them to vote as if the Series B Preferred, Series C Preferred and the Series D Preferred already were converted to Common Stock, as previously indicated above. Accordingly, the Charter Amendment will be presented for approval to the holders of outstanding shares of Common Stock and Series A Preferred, voting together as a single class. See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." In connection with the Issuer's acquisition of E2Enet, Inc. ("E2E"), USV, on behalf of the holders of Series B Preferred (who 6 were the stockholders of E2E before the acquisition), granted Mr. Earls an irrevocable proxy to vote the 6,366,660 shares of Common Stock and the Series A Preferred owned by USV in favor of the Charter Amendment. Accordingly, USV, for the benefit of the holders of the Series B Preferred, shares voting power with respect to the Charter Amendment with Mr. Earls for the 6,366,660 shares of Common Stock and 45,724,590 shares of the Series A Preferred owned directly by USV. See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." USV's voting power, through its ownership of Common Stock, Series A Preferred and Series C Preferred and its commitment to vote for the Charter Amendment as described above, assures that the Charter Amendment will be approved when presented for stockholder approval. Although it is not presently expected that the Charter Amendment will become effective within sixty days of the date hereof, Mr. Earls, in his capacity as Co-Chairman and Co-Chief Executive Officer of the Issuer, is likely to be in a position at least to influence and certainly to know when the Charter Amendment will be presented to stockholders and, thereafter, become effective. Accordingly, despite the Waiver Agreement, USV and Mr. Earls have assumed, for purposes of this Schedule 13D, that all shares of Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred will be converted to Common Stock within sixty days of the date hereof. On September 27, 2000, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with On-Site Sourcing, Inc. ("On-Site"), a Delaware corporation, and USXX Acquisition Corporation ("Merger Sub"), a Delaware Corporation and wholly-owned subsidiary of the Issuer. As contemplated by the Merger Agreement, On-Site is to merge with and into Merger Sub with Merger Sub surviving the Merger and being renamed "On- Site Sourcing, Inc." (the "Merger"). In connection therewith, Mr. Earls entered into a Voting Agreement, dated September 27, 2000 (the "Voting Agreement"), pursuant to which he granted an irrevocable proxy to On-Site to vote shares beneficially owned by him in favor of the Merger. By virtue of his position as the sole member of the manager of USV, Mr. Earls indirectly beneficially owns all shares of the Issuer owned by USV. Accordingly, USV shares voting power over 6,366,660 shares of Common Stock, 557,840 shares of the Series A Preferred (convertible into 45,724,590 shares of Common Stock) and 2,120 shares of the Series C Preferred (convertible into 1,462,069 shares of Common Stock). See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." If all of its shares of Series A Preferred and Series C Preferred were converted, USV would directly own and have the sole power to dispose of 53,553,319 shares of Common Stock (47,186,659 shares that it would receive upon conversion of its 7 Series A Preferred and Series C Preferred shares, plus the 6,366,660 shares of Common Stock it now owns directly). Accordingly, USV beneficially owns 53,553,319 shares of Common Stock, which constitutes 37.96% of the 141,076,673 shares of Common Stock that would be outstanding if all of the shares of Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred were converted to Common Stock. Specifically, these 141,076,673 shares consist of the following: - 29,133,286 shares of Common Stock reported as outstanding on the Issuer's report on Form 10-Q for the quarter ended September 30, 2000; - 51,229,508 shares of Common Stock that the holders of the Series A Preferred will receive upon the conversion of all of the shares of Series A Preferred; - 56,000,000 shares of Common Stock that the holders of the Series B Preferred will receive upon their mandatory conversion as described below; and - 3,161,379 shares of Common Stock that the holders of the Series C Preferred will receive upon their mandatory conversion as described below. - 1,552,500 shares of Common Stock that the holders of the Series D Preferred will receive upon their mandatory conversion as described below. By virtue of his position as the sole member of the manager of USV, the power of USV to vote and dispose of the shares of Common Stock it directly owns and would directly own upon the conversion of the shares of Series A Preferred and Series C Preferred it owns is exercised through Mr. Earls. Accordingly, Mr. Earls may be deemed to be the beneficial owner of all of the 53,553,319 shares of Common Stock beneficially owned by USV. Mr. Earls is also the President of the General Partner of the Earls Family Limited Partnership, which holds Warrants to purchase 500,000 shares of Common Stock. Each Warrant is exercisable for one share of Common Stock at a price per share of $1.00 at any time at the option of the holder. Accordingly, the Earls Family Limited Partnership beneficially owns 500,000 shares of Common Stock. By virtue of his position as the President of the General Partner of the Earls Family Limited Partnership, the power of the Earls Family Limited Partnership to vote and dispose of the shares of Common Stock it would own directly upon the exercise of the Warrants it holds, is exercised through Mr. Earls. Accordingly, Mr. Earls may be deemed to be the beneficial owner of all of the 500,000 shares of Common Stock beneficially owned by the Earls Family Limited Partnership. 8 Mr. Earls also owns a majority of the outstanding voting stock of Equitable Production Funding, Inc. (the "Equitable"), which directly owns 512,175 shares of Common Stock (215,175 shares of which were purchased on December 26, 2000 on the open market by the Equitable using private funds.) Accordingly, Mr. Earls is able, directly or indirectly, to direct its voting of its shares of Common Stock, and so beneficially owns the 512,175 shares of Common Stock held by Equitable Production Funding, Inc. Mr. Earls is also the beneficial owner of an additional 850,000 shares of Common Stock, which he is entitled to purchase at any time upon the exercise of employee stock options granted to him on November 5, 1999 under the Issuer's 1999 Stock Option Plan, as amended (the "Plan"). These options carry an exercise price of $0.125 per share, based on the closing price of the Common Stock on November 5, 1999, and were fully vested at the time of grant. On February 21, 2000, Mr. Earls was granted employee stock options under the Plan to purchase 250,000 shares of Common Stock. These options carry an exercise price of $0.90 per share and vest pro rata on the first, second and third anniversaries of the grant date. Because one third of the options vest and are exercisable within 60 days of the date hereof, 83,334 shares of Common Stock that may be purchased upon the exercise of such options are now deemed to be beneficially owned by Mr. Earls. On June 6, 2000, Mr. Earls was granted employee stock options under the Plan to purchase 1,200,000 shares of Common Stock. These options carry an exercise price of $1.56 per share and vest pro rata on the first, second, third and fourth anniversaries of the grant date. Because these options are not exercisable within 60 days of the date hereof, the shares of Common Stock that may be purchased upon the exercise of such options are not now deemed to be beneficially owned by Mr. Earls. In connection with the Issuer's acquisition of E2E on April 12, 1999, James V. Warren, on behalf of the holders of the Series B Preferred (who were the stockholders of E2E before the acquisition), granted Mr. Earls an irrevocable proxy to vote the 6,318,652 shares of Common Stock that Mr. Warren owns directly in favor of the Charter Amendment. Accordingly, Mr. Earls, for the benefit of the holders of Series B Preferred, shares voting power with respect to the Charter Amendment with Mr. Warren for the 6,318,652 shares of Common Stock owned directly by Mr. Warren. See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." On August 11, 2000 and on November 14, 2000, USV distributed 31,500 and 6,500 shares, respectively, of the Series A Preferred (convertible into a total of 3,114,753 shares of Common Stock) to several investors who withdrew their investment interest in USV. Mr. Earls, for the benefit of the holders of Series B Preferred, 9 shares voting power with respect to the Charter Amendment for the 38,000 shares of the Series A Preferred owned directly by the investors. See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." On September 20, 2000, USV distributed 29,160 shares of the Series A Preferred (convertible into 2,390,163 shares of Common Stock) to another investor who withdrew an investment interest in USV. Mr. Earls then purchased these shares directly from the investor. Mr. Earls, the Earls Family Limited Partnership and the Issuer entered into a letter agreement, dated September 20, 2000 (the "Earls Waiver Agreement"), whereby Mr. Earls waived his right to convert his 29,160 shares of Series A Preferred and The Earls Family Limited Partnership waived its right to convert its Warrants to purchase 500,000 shares of Common Stock until after the effectiveness of the Charter Amendment. The parties to the Earls Waiver Agreement also waived their rights to convert any other convertible securities, options or other rights to acquire shares of Common Stock until the effectiveness of the Charter Amendment. As mentioned previously, in connection with the Merger, Mr. Earls granted On-Site an irrevocable proxy to vote all of the Issuer's shares beneficially owned by him as of the date of the Voting Agreement and any shares which Mr. Earls may beneficially own in the future. Accordingly, Mr. Earls shares voting power with respect to all of the Issuer's shares beneficially owned by him. See "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." Based on the foregoing, Mr. Earls is the beneficial owner of 67,322,396 shares of Common Stock, which constitutes 47.24% of the 142,510,007 shares of Common Stock that would be outstanding, based on the sum of: - 141,076,673 shares of Common Stock that would be outstanding if all of the shares of Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred were converted to Common Stock, as calculated above; - 500,000 shares of Common Stock that would be outstanding and owned by The Earls Family Limited Partnership if the Warrants were exercised in full; - 850,000 shares of Common Stock issuable upon exercise by Mr. Earls of his presently exercisable stock options; and 10 - 83,334 shares of Common Stock issuable upon exercise by Mr. Earls of his stock options which vest within 60 days from the date hereof. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of Schedule 13D is hereby amended by adding the following: On September 20, 2000, Mr. Earls and The Earls Family Limited Partnership entered into a Waiver Agreement with the Issuer, whereby Mr. Earls waived his right to convert his shares of Series A Preferred and the Earls Family Limited Partnership waived its right to exercise its warrants to purchase 500,000 shares of the Issuer's common stock and both waived any rights to convert any securities into or to exercise any warrants or options for shares of the Issuer's common stock until the Charter Amendment. On September 27, 2000, the Issuer entered into the Merger Agreement with On-Site and Merger Sub. Pursuant to the Merger Agreement, Mr. Earls, James V. Warren, Jonathan Ledecky, Northwood Ventures, LLC, and Northwood Capital Partners, LLC entered into a Voting Agreement, dated September 27, 2000 (the "Voting Agreement"), whereby the parties to the Voting Agreement agreed to vote all of their designated shares of Common Stock, Series A Preferred, Series B Preferred, Series C Preferred and any and all securities of the Issuer acquired after the date of the Voting Agreement in favor of any proposal presented to the Issuer's stockholders reasonably necessary to consummate the Merger. The parties to the Voting Agreement also granted an irrevocable proxy to On-Site to exercise all of the rights and powers over such shares and to take all actions necessary in order to consummate the Merger. (The Voting Agreement is attached to this Amendment No. 6 to the Schedule 13D as Exhibit A.) The Voting Agreement and the proxy granted therein terminate automatically upon the consummation of the Merger (as defined in the Merger Agreement) or upon such other expiration or termination of the Merger Agreement pursuant to the terms of the Merger Agreement. Certain or all of the Item 2 Persons have and/or may in the future pledge some or all of their respective shares of Series A Preferred or Common Stock to another person in connection with personal lines of credit, including bank or broker margin or similar accounts, that contain standard default and similar provisions. 11 Item 7. Materials to Be Filed as Exhibits Exhibit A - Waiver Agreement, dated as of September 20, 2000, by and among C. Gregory Earls and The Earls Family Limited Partnership in favor of U.S. Technologies Inc. Exhibit B - Voting Agreement, dated as of September 27, 2000, by and among C. Gregory Earls, James V. Warren, Jonathan Ledecky, Northwood Ventures, LLC, and Northwood Capital Partners, LLC in favor of On-Site Sourcing, Inc. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this amendment is true, complete and correct. Dated: January 18, 2001 USV PARTNERS, LLC By: USV Management, LLC, its Manager /s/ C. Gregory Earls -------------------------------------------- By: C. Gregory Earls Title: Sole Member /s/ C. Gregory Earls -------------------------------------------- C. Gregory Earls, Individually EX-99.A 2 g66496ex99-a.txt WAIVER AGREEMENT 1 EXHIBIT A September 20, 2000 U.S. Technologies Inc. 1130 Connecticut Avenue, N.W. Suite #700 Washington, DC 20036 Gentlemen: The Earls Family Limited Partnership (the "LIMITED PARTNERSHIP") and C. Gregory Earls ("EARLS", and together with the Limited Partnership, the "INVESTORS") have reached this agreement with U.S. Technologies Inc., a Delaware corporation ("US TECH"), in connection with US Tech's desire to amend its Restated Certificate of Incorporation (the "CHARTER AMENDMENT") in order to increase the number of authorized shares of US Tech's common stock, par value $.02 per share (the "COMMON STOCK"). As of the date hereof, the Limited Partnership owns warrants to purchase 500,000 shares of Common Stock (the "WARRANTS") and Earls owns 29,160 shares of US Tech's Series A Convertible Preferred Stock, $0.02 par value ("SERIES A PREFERRED"), which shares of Series A Preferred are convertible into 2,390,193 shares of Common Stock. The Investors acknowledge that if Earls converted his shares of Series A Preferred into Common Stock or if the Limited Partnership exercised its Warrants for Common Stock prior to the Charter Amendment, there is a significant risk that the number of shares of Common Stock that would be outstanding would exceed the minimum number of such shares that US Tech is authorized to issue under its Restated Certificate of Incorporation and thus not be validly issued. Therefore, notwithstanding the rights granted to Earls under the Series A Preferred and the rights granted to the Limited Partnership under the Warrants, the Investors make the following representations, warranties and covenants to US Tech: 1. Until US Tech's voting stockholders have approved the Charter Amendment authorizing US Tech to issue an amount of Common Stock sufficient to permit the conversion to Common Stock of all of US Tech's then outstanding shares of all of its authorized and designated series of convertible preferred stock and any other then outstanding securities and options issued by US Tech, which are convertible into or entitle the owner thereof to purchase or otherwise receive shares of Common Stock, and the Charter 2 Amendment has been filed with and accepted by the Secretary of State of the State of Delaware, the Investors will not exercise for or convert into Common Stock the Warrants, the shares of the Series A Preferred Stock or any other securities or options held by the Investors as of the date hereof that are convertible into or give the Investors the right to purchase or otherwise receive shares of Common Stock. 2. Until US Tech's voting stockholders have approved the Charter Amendment and it has been filed with and accepted by the Secretary of State of the State of Delaware, the Investors will not exercise for or convert into Common Stock any securities and options issued by US Tech, which are purchased or otherwise acquired by or issued or granted to the Investors after the date hereof and are convertible into or entitle the holder thereof to purchase or otherwise receive shares of Common Stock. The undersigned are authorized to act in regard to the matters set forth in this letter. EARLS FAMILY LIMITED PARTNERSHIP By: Kandax Corporation Its General Partner By: /s/ C. Gregory Earls ----------------------------------------- C. Gregory Earls President /s/ C. Gregory Earls ----------------------------------------- C. Gregory Earls Acknowledged and Agreed to by U.S. TECHNOLOGIES INC. By: /s/ C. Gregory Earls ------------------------------ C. Gregory Earls, Co-Chairman and Co-CEO EX-99.B 3 g66496ex99-b.txt VOTING AGREEMENT 1 EXHIBIT B ON-SITE SOURCING, INC. VOTING AGREEMENT VOTING AGREEMENT, dated this 27th day of September, 2000, by and between ON-SITE SOURCING, INC., a Delaware corporation ("ONSS"), and C. Gregory Earls, James V. Warren, Jonathan Ledecky, Northwood Ventures LLC and Northwood Capital Partners LLC (each, a "Stockholder" and, collectively, the "Stockholders"). RECITALS: WHEREAS, the Stockholders currently beneficially own (as such term is used under the Securities Exchange Act of 1934, as amended, and the rules and regulations issued thereunder) the shares of common stock, par value $0.01 per share ("Shares"), of U.S. Technologies Inc., a Delaware corporation ("USXX"), shown on Schedule A; and WHEREAS, as a condition of entering into the Agreement and Plan of Merger, made as of the date hereof, by and between USXX and ONSS (the "Merger Agreement"), ONSS has requested that the Stockholders agree, and the Stockholders have agreed (i) to enter into a voting agreement and (ii) to give ONSS an irrevocable proxy, coupled with an interest, to vote the Shares held by the Stockholders, in each case as more fully set forth herein; AGREEMENTS: NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereby agree as follows: 1. Agreement to Vote Shares. Each Stockholder agrees during the term of this Agreement to vote, or cause to be voted, the Shares shown opposite the Stockholder's name on Schedule A hereto and any other Shares acquired after the date hereof, in person or by proxy, in favor of any proposal presented to stockholders that is reasonably necessary to consummate the Merger, including the amendment to USXX' Restated Certificate of Incorporation ("the Charter Amendment"), and, if any separate vote occurs, the Merger (as defined in the Merger Agreement), the adoption and approval of the Merger Agreement (without any material changes thereto) and the approval of the transactions contemplated by the Merger Agreement at every meeting of the stockholders of USXX at which such matters are considered and at every adjournment thereof. 2. Grant of Irrevocable Proxy. Each Stockholder hereby grants to ONSS an irrevocable proxy, which proxy is coupled with an interest because of the consideration 2 recited herein, to exercise, at any time and from time to time, all rights and powers of the Stockholder with respect to the Shares shown opposite the Stockholder's name on Schedule A hereto to vote, give approvals, and receive and waive notices of meetings for purposes of securing the approval and adoption by the stockholders of USXX of the Merger Agreement (without any material changes thereto) and the consummation of the transactions contemplated thereby and to prevent any action that would prevent or hinder in any material respect such approval or consummation. By giving this proxy, each Stockholder hereby revokes any other proxy granted by the Stockholder to vote on any of the Shares in a manner inconsistent with the foregoing grant. The power and authority hereby conferred shall not be terminated by any act of the Stockholder or by operation of law, by the dissolution of, by lack of appropriate power of authority, or by the occurrence of any other event or events and shall be binding upon all of its successors and assigns. 3. No Other Grant of Proxy. Except for (i) the Proxy Agreement dated, April 12, 2000, by and among, USV, James V. Warren and C. Gregory Earls and (ii) the Voting Agreement dated, April 12, 2000, by and among, E2E, USXX, USV, James V. Warren, Northwood Ventures LLC, Northwood Capital Partners LLC and Jonathan Ledecky, each Stockholder will not, directly or indirectly, grant any proxies or powers of attorney with respect to the Shares shown opposite the Stockholder's name on Schedule A hereto or acquired after the date hereof to any person in connection with its vote, consent or other approval sought, in favor of the Merger (as defined in the Merger Agreement), the adoption and approval of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, other than as set forth in Sections 1 and 2 hereof. 4. Transfers. Each Stockholder will not, nor will such Stockholder permit any entity under such Stockholder's control to, sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any Shares or any interest therein or enter into any contract, option or other agreement or arrangement (including any profit sharing or other derivative arrangement) with respect to the Transfer of, any Shares or any interest therein to any person, unless prior to any such Transfer the transferee of such Shares agrees to be subject to the provisions of this Agreement. 5. Representations and Warranties of the Stockholders. Each Stockholder, as to such Stockholder, hereby represents and warrants to, and covenants with, ONSS as follows: 3 A. The Stockholder beneficially owns with power to vote the number of Shares shown opposite the Stockholder's name on Schedule A free and clear of any and all liens, charges, encumbrances, covenants, conditions, restrictions, voting trust arrangements, options and adverse claims or rights whatsoever, except as granted hereby or as would have no adverse effect on this Agreement and/or the proxy granted hereby. The Stockholder does not own of record or beneficially any shares of capital stock of USXX or other securities representing or convertible into shares of capital stock of USXX except as set forth in the preceding sentence; B. The Stockholder has the full right, power and authority to enter into this Agreement and to grant an irrevocable proxy to ONSS with respect to the Shares; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to purchase or otherwise acquire the Shares owned by the Stockholder except as would, if exercised, require such purchaser or acquiror to abide by this Agreement and the proxy granted hereby with respect thereto; except as provided in this Agreement, the Stockholder has not granted or agreed to grant any proxy or entered into any voting trust, vote pooling or other agreement with respect to the right to vote or give consents or approvals of any kind and as to the Shares which proxy, trust, pooling or other agreement remains in effect as of the date hereof and is in conflict with this Agreement or the proxy granted hereby; C. The Stockholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery or performance of this Agreement by the Stockholder or the exercise of proxy rights by ONSS with respect to the Shares; D. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable in accordance with its terms, subject only to (i) the effect of bankruptcy, insolvency, reorganization or moratorium laws or other laws generally affecting the enforceability of creditors' rights and (ii) general equitable principles which may limit the right to obtain specific performance or other equitable remedies; and E. The Stockholder will take all commercially reasonable action necessary in order that its 4 representations and warranties set forth in this Agreement shall remain true and correct. 6. Stockholders' Covenants. Each Stockholder shall not enter into any voting trust agreement, give any proxy or other right to vote the Shares or take any action that would limit the rights of any holder of the Shares to exercise fully the right to vote such Shares that would be in conflict with this Agreement or the proxy granted hereby. 7. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 8. Assignment. Except as otherwise provided in Section 4, this Agreement shall not be assigned or delegated by any party hereto, except that any assignment of any of the Shares by any Stockholder shall require that such Shares remain subject to this Agreement and the proxy granted hereby. This Agreement shall be binding upon and inure to the benefit of ONSS and its successors and assigns and shall be binding upon and inure to the benefit of the Stockholders and their permitted successors and any permitted assigns. 9. Specific Performance. The parties hereto acknowledge that damages would be an inadequate remedy for a breach of this Agreement and that the obligations of the parties hereto shall be specifically enforceable. In addition to any other legal or equitable remedies to which ONSS would be entitled, in the event of a breach or a threatened breach of this Agreement by any Stockholder, ONSS shall have the right to obtain equitable relief, including (but not limited to) an injunction or order of specific performance of the terms hereof from a court of competent jurisdiction. 10. Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 11. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by cable, telegram or telex, or mailed by a party hereto by registered or certified mail (return receipt requested) or by a nationally recognized overnight mail delivery service, to other party at the following addresses (or such other address for a party as shall be specified by like notice): 5 If to ONSS: c/o On-Site Sourcing, Inc. 1111 North 19th Street, Sixth Floor Arlington, VA 22209 Attn: Christopher J. Weiler Fax No.: (703)276-8607 with a copy to: King & Spalding 1730 Pennsylvania Avenue, NW Washington, D.C. 20006-4707 Attn: Glenn C. Campbell, Esq. Fax No.: (202) 626-3737 if to any Stockholder, to such Stockholder: U.S. Technologies Inc. 1130 Connecticut Avenue, NW, Suite 700 Washington, D.C. 20036 Attn: C. Gregory Earls Co-Chairman and Co-Chief Executive Officer Fax No.: (202) 466-4557 with a copy to: Fleischman and Walsh, L.L.P. 1400 Sixteenth Street, NW, 6th Floor Washington, D.C. 20036 Attn: Stephen A. Bouchard, Esq. Fax No.: (202) 265-5706 Any party may change its address for notice by notice so given. 12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. 13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. 14. Term. This Agreement and the proxy granted herein shall terminate automatically, upon the consummation of the Merger in accordance with and as defined in the Merger Agreement or such other expiration or termination of the Merger Agreement in accordance with its terms (including, without limitation, termination in accordance with Section 8.2(i) of the Merger 6 Agreement on March 31, 2001 if the closing has not occurred prior thereto and on June 30, 2001 if the closing has not occurred by such date because the conditions precedent to the closing set forth in Section 7.2(h) have not been fulfilled), and thereafter this Agreement shall be of no further force or effect and there shall be no liability on the part of any party with respect thereto except nothing herein will relieve any party from liability for any prior breach hereof. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 7 IN WITNESS WHEREOF, ONSS has caused this Agreement to be duly executed, and each Stockholder has duly executed this Agreement, on the day and year first above written. ON-SITE SOURCING, INC., By: /s/ Christopher J. Weiler ----------------------------------------- Name: Christopher J. Weiler Title: Chairman and Chief Executive Officer /s/ C. Gregory Earls -------------------------------------------- C. Gregory Earls /s/ James V. Warren -------------------------------------------- James V. Warren /s/ Jonathan Ledecky -------------------------------------------- Jonathan Ledecky NORTHWOOD VENTURES LLC By: /s/ Henry T. Wilson ----------------------------------------- Name: Henry T. Wilson Title: Managing Director NORTHWOOD CAPITAL PARTNERS LLC By: /s/ Henry T. Wilson ----------------------------------------- Name: Henry T. Wilson Title: Managing Director 8 SCHEDULE A Stockholder Number of Shares -------------------- ------------------- C. Gregory Earls (1) 6,663,660 shares of Common Stock. 593,500 shares of Series A Stock, convertible into 48,647,533 shares of Common Stock. 2,120 share of Series C Stock, convertible into 1,462,068 shares of Common Stock James V. Warren 6,357,152 share of Common Stock Jonathan Ledecky 52,641.81 shares of Series B Stock, convertible into 26,320,925 shares of Common Stock Northwood Ventures LLC 49,656.77 shares of Series B Stock, convertible into 24,828,385 shares of Common Stock Northwood Capital Partners 7,094.17 shares of Series LLC B Stock,convertible into 3,547,085 shares of common stock - ----------- (1) The amount shown includes: 6,266,660 shares of common stock held directly by USV Partners LLC; and 297,000 shares of common stock owned directly by Equitable Production Funding, Inc., of which Mr. Earls is the majority owner. Of the amount shown, 564,340 shares of the Series A Stock and all 2,120 shares of the Series C Stock are held directly by USV. For purposes of Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Earls is deemed to be the beneficial owner of all the shares owned by USV and Equitable Production Funding, Inc. -----END PRIVACY-ENHANCED MESSAGE-----