Document/Exhibit Description Pages Size
1: 10-K/A U.S. Technologies, Inc. 6 24K
2: EX-3.1 Amended & Restated Certificate of Incorporation 4 19K
3: EX-3.2 Restated Bylaws of the Registrant 10 43K
4: EX-10.8 Agreement - Wackenhut Corp 6/30/97 3 11K
5: EX-10.8.1 Amendment to Agreement 6/30/97 1 8K
6: EX-23.1 Consent of Bdo Seidman 1 6K
7: EX-23.2 Consent of Brown, Graham & Co. 1 7K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
Commission file number 0-15960
U.S. TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 73-1284747
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3901 Roswell Road, Suite 300, Marietta, Georgia 30062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 565-4311
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act: Common Stock $.02
par value
---------------------------
(Title of class)
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements and Auditors' Report.
The following financial statements and auditors' report have been filed
as Item 8 in Part II of this report:
Report of Independent Auditors
Consolidated Balance Sheets - December 31, 1997 and 1996
Consolidated Statements of Operations - Years ended December
31, 1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity (Capital
Deficit) - Years ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December
31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
2. Financial Statement Schedules.
The following supporting financial statement schedule is filed with
this report:
II - Valuation and Qualifying Accounts - Years Ended December
31, 1997, 1996 and 1995
All other schedules are omitted as the required information is
inapplicable, or the information is presented in the consolidated financial
statements or related notes.
3. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this report. The exhibits which are denominated by an asterisk (*) were
previously filed as a part of, and are hereby incorporated by reference from
either (i) the Amendment No. 1 to the Registration Statement on Form S-1 under
the Securities Act of 1933, as filed with the Securities and Exchange Commission
on March 26, 1987, Registration No. 33-11720, ("Amendment No. 1 to S-1"); (ii)
the Annual Report on Form 10-K for the year ended December 31, 1988 ("1988
10-K"); (iii) the Current Report on Form 8-K as filed with the Securities and
Exchange Commission on July 14, 1989 ("1989 8-K"); (iv) the Registration
Statement on Form S-8 as filed with the SEC on May 30, 1989, Registration No.
33-29048 ("1989 S-8"); (v) the Registration Statement on Form S-8 as filed with
the SEC on May 13, 1993, Registration No. 33-62686 ("May 1993 S-8"); (vi) the
Registration Statement on Form S-8 as filed with the SEC on September 22, 1993,
Registration No. 33-69200 ("September 1993 S-8"); (vii) the Registration
Statement on Form S-8 as filed with the SEC on May 13, 1994, Registration No.
33-78892 ("1994 S-8"); (viii) the Registration Statement on Form S-8 as filed
with the SEC on November 15, 1996, Registration No. 333-16199 ("1996 S-8"); (ix)
the Registration Statement on Form S-8 as filed with the SEC on November 15,
1996, Registration No. 333-16203 ("1996 Non-Qualified S-8") and (x) the Annual
Report on Form 10-K for the year ended December 31, 1997 ("1997 10-K").
[Download Table]
Exhibit # Description of Exhibit
--------- -----------------------------------------------------------------
3.1 - Amended and Restated Certificate of Incorporation of the Registrant
3.2 - Restated By-Laws of the Registrant
*4.1 - Form of certificate evidencing Common Stock of the Company
(Exhibit 3.1 to Amendment No. 1 to S-1)
*4.1.1 - Revised form of certificate evidencing Common Stock of the
Company reflecting the change of the name to U.S. Technologies
Inc. (Exhibit to 1989 8-K)
*10.1 - 1988 Employee Stock Option Plan (Exhibit 10(e), 1988 10-K and
1989 S-8)
*10.2 - 1990 Employee Stock Option Plan (Exhibit 10, 1989 8-K)
*10.3 - 1993 Non-Qualified Stock Option Plan (Exhibit 10.1, May 1993 S-8)
*10.4 - 1993A Non-Qualified Stock Option Plan (Exhibit 10.1, September
1993 S-8)
*10.5 - 1994 Non-Qualified Stock Option Plan (Exhibit 10.1, 1994 S-8)
*10.6 - 1995 Employee Stock Option Plan (Exhibit 10.1, 1996 S-8)
*10.7 - 1996 Non-Qualified Stock Option Plan (Exhibit 10.1, 1996
Non-Qualified S-8)
10.8 - Agreement with Wackenhut Corrections Corporation, dated June 30,
1997
10.8.1 - Amendment to Agreement with Wackenhut Corrections Corporation,
dated January 28, 1998
*21.1 - Subsidiaries of the Registrant (1997 10-K)
23.1 - Consent of BDO Seidman, LLP
23.2 - Consent of Brown, Graham & Company, P.C.
*27.1 - Financial Data Schedule (1997 10-K)
(b) Reports on Form 8-K.
The following reports on Form 8-K have been filed during the period from
October 1, 1997 to date:
On November 25, 1997, the Company filed a report on Form 8-K describing the
adoption, on November 14, 1997, of a plan under which certain anti-takeover
measures would become effective should a hostile acquisition of 15% or more of
the Company's common stock occur.
On November 26, 1997, the Company filed a report on Form 8-K describing the
dismissal of its independent auditors, Brown, Graham & Company, P.C. and the
appointment of BDO Seidman, LLP, as its new independent auditors. This report
was amended on Form 8-K/A in December 3, 1997.
On January 27, 1998, the Company filed a report on Form 8-K describing the
issuance on January 12, 1998, of $275,000 of 4% convertible debentures and of
275,000 warrants exercisable at a price of $1.00 in a private placement to
certain non-U.S. investors, exempt from registration under "Regulation S."
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
U.S. TECHNOLOGIES INC.
By: /s/ Kenneth H. Smith
----------------------------------------
Kenneth H. Smith
Chairman of the Board, President
and Chief Executive Officer
Dated: May 19, 1998
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Amended and Restated Certificate of Incorporation
of the Registrant
3.2 Restated Bylaws of the Registrant
10.8 Agreement with Wackenhut Corrections Corporation,
dated June 30, 1997
10.8.1 Amendment to Agreement with Wackenhut Corrections
Corporation, dated January 28, 1998
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Brown, Graham & Company, P.C.
Dates Referenced Herein and Documents Incorporated by Reference
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