Underground Solutions Announces New Management Team
Andy Seidel, Former CEO of USFilter, to Lead Company
Pittsburgh, Pa. (November 21st, 2005) -
Underground Solutions, Inc. (Pink Sheets: symbol UGSI) announced
today that the Company has entered into a non-binding Memorandum
of Understanding (MOU) with a group of executives led by Andy
Seidel, the former CEO of United States Filter Corporation
(USFilter), the nation's leading provider of water and wastewater
products, systems and services. Subject to the fulfillment of
certain conditions set forth in the MOU, Seidel will become the
President and CEO of UGSI and a member of the Board of
Directors. He will be joined at UGSI by two other former senior
executives of USFilter: Roop Jain, who will become EVP and COO,
and Steve Stanczak, who will be appointed as EVP and General
Counsel. Mark Smith, UGSI's current President and CEO, will
assume the role of Chairman.
Under the terms of the MOU, the new management team has agreed to
enter into employment agreements and assume their management
responsibilities following receipt of the preferred shareholder's
approval required to authorize certain of the transactions
contemplated by the MOU. UGSI currently intends to seek those
approvals during December, 2005. Among the transactions for
which approval will be sought, will be the sale to the new
management team and a group of existing and new investors of up
to $3.0 million of a new series of convertible preferred stock at
a maximum price of $0.08 per share. The shares of the new
series of convertible preferred stock will be convertible into
common stock on a 1:1 basis. If the transactions are approved,
the new management team will enter into binding three-year
employment agreements and the Corporate Headquarters will,
subject to approval by the Board of Directors of UGSI, be
relocated to southern California. A regional operations center
will be maintained in the Pittsburgh area.
In addition to his past position as CEO of USFilter, Seidel is a
former director of USFilter (formerly NYSE: USF), Aqua America
(formerly known as Philadelphia Suburban - NYSE: WTR), and
National Waterworks (a leading water infrastructure distribution
company) now owned by Home Depot. Seidel also served on the
Management Board of Veolia, S.A., the French-based water and
wastewater company. Mr. Seidel and the other executives left
USFilter earlier this year following its August 2004 acquisition
by Siemens A.G., of Germany.
Jain is the founder and former Vice President/ General Manager of
USFilter/RJE - a leader in the municipal process equipment
industry.
Stanczak is the former Executive Vice President, General Counsel
and Corporate Secretary of USFilter. He was previously the Vice
President of Legal Affairs and Corporate Secretary for
London-based Waste Management International plc (formerly NYSE:
WME), a global provider of solid and hazardous waste management
services.
Mark Smith stated, "As the Founder of Underground Solutions™, I
am delighted to have been able to recruit such a strong
management team. Andy, Steve and Roop were key members of the
team that built and managed USFilter, the largest water and
wastewater company in North America, growing USFilter from $17
million to over $6 billion in sales in only eight years. They
have extensive experience in the relevant municipal markets and
have unparalleled experience in driving enterprises to achieve
strong, profitable growth."
Mr. Seidel added, "We strongly believe that our team's extensive
years of experience in the water and wastewater industry
(products, projects, distribution and channel management),
coupled with UGSI's superior patented Duraliner™ and Fusible PVC™
technologies, will enable Underground Solutions™ to assume a
leading position in the rapidly growing water infrastructure
industry. We are excited to have the opportunity to join UGSI at
this critical stage of its development."
Underground Solutions™ is an infrastructure technology and
pipeline rehabilitation company. The Company has developed and
continues to develop unique and proprietary technologies focused
exclusively on the underground infrastructure industry.
UGSI's products developed and successfully introduced into
the market to date include Duraliner™, Fusible C-900™, Fusible
C-905™ and Fusible PVC™.
Fusible C-900™, Fusible C-905™ and Fusible PVC™ are NSF-61
certified and cover a full range of piping diameters from 3 inch
to 48 inch to provide the only available method of installing a
continuous, monolithic, gasket-free PVC pipe or conduit capable
of being used in numerous trenchless (no-dig) or conventional
"open-cut" applications. Applications for this
revolutionary technology cover every aspect of piping
installations including both pressure and non-pressure situations
in the water, sewer, electrical, industrial and
telecommunications industries.
Duraliner™ is a unique patented process which allows the Company
to rehabilitate deteriorated water lines and other pressure pipes
with minimal excavation. It is the only pipeline renewal system
resulting in a "stand alone" structural lining capable
of handling internal minimum operating pressures of 150 psi.
Duraliner™ conforms to NSF 61 Standards for Drinking Water
Components/Health Effects and has a design life exceeding 100
years.
Certain statements in this news release contain forward-looking
information within the meaning of the Private Securities
Litigation Act of 1995. Such forward-looking statements involve
certain risks, assumptions and uncertainties, including the
inability to generate and secure the necessary product sales, or
the lack of acceptance of the company's products by potential
customers, the possibility that the transactions involving the
new executive management team will not obtain the requisite
shareholder approvals, or that the new executive management team
and UGSI may be unable to reach agreement on the terms of the
definitive agreements contemplated by the MOU. In each case
actual results may differ materially from such forward-looking
statements. The company does not undertake to publicly update or
revise its forward-looking statements even if experience or
future changes make it clear that any projected results
(expressed or modified) will not be realized.
Contact Information: Mark A. Smith of Underground Solutions™,
Inc. phone: 724-353-3000 email: msmith@undergroundsolutions.com