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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 29, 2001
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U S INDUSTRIAL SERVICES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22388 99-0273889
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation Number) Identification No.)
11850 Jones Road, Houston, Texas 77070
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281) 807-5033
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 29, 2001, U S Industrial Services, Inc. (the "Company"),
completed the acquisition of Point To Point Network Services, Inc., a
Massachusetts corporation ("Point To Point-Mass."), a provider of fixed
communications networking design and build-out services, such as voice, data,
and video, to the communications industry. The acquisition was structured as a
forward triangular merger (the "Merger"), with Point To Point-Mass. merging with
and into Point To Point Network Services, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company ("Point To Point-Del."), pursuant to a
Reorganization Agreement and Plan of Merger (the "Merger Agreement").
The sole shareholder of Point To Point-Mass. received the following
consideration in the Merger: (a) 2,000,000 shares (the "Merger Shares") of the
Company's common stock, par value $.01 per share ("Common Stock"); (b) $667,622
in cash; and (c) an earn-out calculated as five times the amount by which
earnings before interest, taxes, depreciation and amortization exceed $771,667
during 2001, payable 20% in cash and the remainder in shares of Common Stock,
based on a value per share equal to the closing trading price of the Common
Stock on the last trading day of 2001. The Merger Agreement requires 200,000
shares of the Merger Shares to be held in escrow for one year in order to
satisfy certain indemnification obligations that could arise under the Merger
Agreement, and piggy-back registration rights were granted in connection with
the Merger Shares. The Company had 10,888,982 shares of Common Stock outstanding
immediately following the Merger.
ITEM 5. OTHER EVENTS.
As disclosed in the Company's information statement on Schedule 14C,
filed with the Securities and Exchange Commission on July 9, 2001, the Company
intends to amend and restate its Certificate of Incorporation on July 31, 2001,
in order to, among other things, change the name of the Company to "Nextgen
Communications Corporation".
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) It is impractical to furnish the required financial statements at this time.
The financial statements will be filed under cover of Form 8-K/A on or before
August 28, 2001.
(b) It is impractical to furnish the required pro forma financial information at
this time. The requisite pro forma financial information will be filed under
cover of Form 8-K/A on or before August 28, 2001.
(c) Exhibits:
Exhibit No. Description
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2.1 Reorganization Agreement and Plan of Merger, effective as of June
29, 2001, by and among U S Industrial Services, Inc., Point To
Point Network Services, Inc., a Delaware corporation, Point To
Point Network Services, Inc., a Massachusetts corporation, and W.
Michael Sullivan.
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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.
U S INDUSTRIAL SERVICES, INC.
Date: July 19, 2001 By: /s/ FRANK J. FRADELLA
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Frank J. Fradella
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Reorganization Agreement and Plan of Merger, effective as of June
29, 2001, by and among U S Industrial Services, Inc., Point To
Point Network Services, Inc., a Delaware corporation, Point To
Point Network Services, Inc., a Massachusetts corporation, and W.
Michael Sullivan.
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