-----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, JTE6QBF1/dncD4EA9EXud2uatpQ9NJoxMBl9ANdzjkEe1MDh2nWHF560wzLMI0Wt Fuk8yJTf6hH+OgyxM7k+oQ== 0000351917-06-000030.txt : 20060630 0000351917-06-000030.hdr.sgml : 20060630 20060630163943 ACCESSION NUMBER: 0000351917-06-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events FILED AS OF DATE: 20060630 DATE AS OF CHANGE: 20060630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S ENERGY SYSTEMS INC CENTRAL INDEX KEY: 0000351917 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC, GAS & SANITARY SERVICES [4900] IRS NUMBER: 521216347 STATE OF INCORPORATION: DE FISCAL YEAR END: 0609 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10238 FILM NUMBER: 06938254 BUSINESS ADDRESS: STREET 1: 545 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125888901 MAIL ADDRESS: STREET 1: 545 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: U S ENVIROSYSTEMS INC /DE/ DATE OF NAME CHANGE: 19960607 FORMER COMPANY: FORMER CONFORMED NAME: COGENIC ENERGY SYSTEMS INC DATE OF NAME CHANGE: 19940714 8-K 1 form8k.htm OTHER EVENTS Other Events
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
---------------------
June 26, 2006

Date of Report (Date of earliest event reported)

U.S. Energy Systems, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
Incorporation)
0-10238
(Commission
File Number)
52-1216347
(I.R.S. Employer
Identification No.)

545 Madison Avenue
  
New York, NY
10022
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (212) 588-8901

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in item 8.01 is hereby incorporated to the extent necessary to respond to the requirements of Item 1.01.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sale of Equity Securities

The information set forth in item 8.01 is hereby incorporated to the extent necessary to respond to the requirements of Item 3.02.

Section 8 - Other Events

Item 8.01 Other Events

Effective as of June 26, 2006, we entered into agreements dated as of June 20, 2006 with Bernard J. Zahren and Fredric Rose pursuant to which we agreed to issue to them an aggregate of 468,192 shares of our common stock in exchange for their 58,524 shares of Series C Convertible Preferred Stock (the “Series C Stock”). This exchange will preserve approximately $105,000 that would otherwise have been spent on an annual basis on the dividends on these shares of Series C Stock. (Without giving effect to this exchange, their shares of Series C Stock would have been convertible into an aggregate of 351,143 shares of our common stock). Contemporaneously therewith, they agreed to dismiss with prejudice the lawsuit they had commenced in Delaware Chancery Court (Civil Action No. 1814-N) against us, our current directors, certain former officers and directors and others.

The issuance of the common stock is exempt from the registration requirements of the Securities Act pursuant to, among other things, Section 3(a)(9) thereof.
 
 
 
SIGNATURE

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. Energy Systems, Inc.
 
 
      By: /s/ Asher E. Fogel    
Asher E. Fogel, Chief Executive Officer

Dated: June 30, 2006


 -----END PRIVACY-ENHANCED MESSAGE-----