Underground Solutions Announces New Management Team

Andy Seidel, Former CEO of USFilter, to Lead Company

Underground Solutions, Inc. 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 Corp., 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.

Underground Solutions

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