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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) March 23, 2001
US INDUSTRIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22388 99-0273889
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
11850 Jones Road
Houston, Texas 77070
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(Address of principal executive offices) (Zip Code)
(281) 807-5033
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 23, 2001, Deere Park Capital, L.L.C., an Illinois limited
liability company ("Deere Park Capital"), entered into a Stock Purchase
Agreement (the "Purchase Agreement") with Frank J. Fradella ("Fradella"), the
President and Chief Executive Officer of US Industrial Services, Inc. (the
"Registrant"), pursuant to which Fradella (i) terminated his option to purchase
3,337,929 shares of the common stock of USIS ("Common Stock") from Deere Park
Capital and (ii) acquired 3,337,929 shares of Common Stock ("the Purchased
Shares") from Deere Park Capital for a purchase price of $1,150,000 (the
"Purchase Price"). $800,000 of the Purchase Price was paid by Fradella in cash
(the "Cash Portion") upon the execution of the Purchase Agreement, and $350,000
of the Purchase Price was paid by Fradella's issuance to Deere Park Capital of a
Secured Convertible Promissory Note, dated March 23, 2001 (the "Note"). The
entire principal amount of the Note, plus interest thereon at the rate of 9% per
annum, is due and payable in one installment on June 21, 2001. Fradella's
obligations under the Note are secured by a Hypothecation Agreement among Deere
Park Capital, Fradella and the Registrant, dated March 23, 2001, pursuant to
which Fradella has pledged 500,000 shares of the Registrant's Common Stock to
Deere Park Capital.
Pursuant to the Purchase Agreement, upon receipt by Deere Park Capital of
the Cash Portion of the Purchase Price and originally signed copies of the Note,
the Hypothecation Agreement and the collateral documents and instruments
associated with the Note and the Hypothecation Agreement, Deere Park Capital
caused Allen S. Gerrard and James A. Chatz to resign from the board of directors
of the Registrant.
Fradella purchased 1,837,929 of the Purchased Shares in his capacity as
third party nominee for certain individual investors with whom he had a
pre-existing relationship but has no voting or other arrangements with respect
to the Purchased Shares. In addition Fradella transferred 1,000,000 of such
Purchased Shares to Leonard Feldman in consideration for consulting services
provided to Fradella in connection with negotiating the purchase of stock from
Deere Park Capital and other transactions.
As of the date hereof, Fradella beneficially owns approximately 22.9% of
the Registrant's outstanding Common Stock, and Deere Park Capital owns less than
5% of the Registrant's outstanding Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
See Exhibit Index attached.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
US INDUSTRIAL SERVICES, INC.
Date: April 20, 2001
By: /s/ Frank Fradella
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Frank Fradella
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Document
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2.1 Stock Purchase Agreement, dated as of March 23, 2001,
between Deere Park Capital, L.L.C. and Frank J. Fradella
(incorporated by reference to Amendment No. 3 to
Schedule 13D of Deere Park Capital, L.L.C. and Douglas
Gerrard filed with the Securities and Exchange
Commission on April 23, 2001).
2.2 Secured Convertible Promissory Note, dated as of March
23, 2001, issued by Frank J. Fradella to Deere Park
Capital, L.L.C. (attached as Exhibit A to Exhibit 2.1
above).
2.3 Hypothecation Agreement, dated as of March 23, 2001,
among Deere Park Capital, L.L.C., Frank J. Fradella and
US Industrial Services, Inc. (attached as Exhibit B to
Exhibit 2.1 above).
99.1 Press Release of US Industrial Services, Inc., dated
April 24, 2001.