<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-83705
Prospectus Supplement No. 2
Dated November 12, 1999 (to Prospectus dated August 13, 1999)
SkyLynx Communications, Inc.
This Prospectus Supplement is part of the Prospectus dated August 13,
1999 relating to an offering of up to 9,996,954 shares of our common stock by
persons who were issued common stock in connection with our capital raising
activities or have been or will be issued common stock upon conversion of
shares of our series B, series D and series E convertible preferred stock or
upon exercise of warrants to purchase our common stock.
Acquisition of Inficad Computing and Design, LLC
On July 29, 1999 we acquired substantially all of the assets of InfiCad
Computing and Design, LLC, an Internet service provider operating in the
Phoenix, Arizona area. Attached hereto are:
- Results of operations of InfiCad for the year ended December 31,
1998 and for the six-month period ended June 30, 1999; and
- Unaudited pro forma condensed combined financial statements giving
effect to our acquisition of InfiCad.
The results of operations of InfiCad included below, which have not
been audited by the Company's independent public accountants, reflect, in our
opinion, all material adjustments necessary to present fairly InfiCad's
results of operations for the six-month period ended June 30, 1999. The
results of operations for the interim periods are not necessarily indicative of
the results for the entire year, or of results that will be achieved
following our acquisition of InfiCad.
We have filed with the Securities and Exchange Commission a Current
Report on Form 8-K which includes audited financial statements of InfiCad for
the years ended December 31, 1998 and 1997. You may obtain a copy of the
Current Report at the SEC's public reference rooms in Washington, DC, New
York, New York or Chicago, Illinois, through a commercial document retrieval
service or on the Internet web site maintained by the SEC at
"http://www.sec.gov".
The date of this Prospectus Supplement No. 2 is November 12, 1999.
<PAGE>
The following are the results of operations for InfiCad for the periods
indicated.
INFICAD COMPUTING AND DESIGN, LLC
----------------------------------
STATEMENTS OF OPERATIONS
------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<TABLE>
<CAPTION>
1998
--------------
<S> <C>
REVENUES $1,410,310
----------
OPERATING COST AND EXPENSES 1,768,892
----------
LOSS FROM OPERATIONS (358,552)
INTEREST EXPENSE (101,872)
----------
NET LOSS $(460,424)
==========
INFICAD COMPUTING AND DESIGN, LLC
---------------------------------
STATEMENTS OF OPERATIONS
------------------------
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 1999
---------------------------------------------
(Unaudited)
June 30, 1999
-------------
REVENUES $1,092,382
OPERATING COST AND EXPENSES 1,428,590
LOSS FROM OPERATIONS (336,208)
INTEREST EXPENSE (57,948)
NET LOSS $(394,156)
</TABLE>
<PAGE>
<PAGE>
SKYLYNX COMMUNICATIONS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The following unaudited pro forma condensed combined financial statements give
effect to the acquisitions by SkyLynx Communications, Inc. of the assets of
Interaccess Corp., Simply Internet, Inc., Net Asset, LLC, InfiCad Computing
and Design, LLC and the acquisition of the capital stock of CalWeb Internet
Services, Inc.
The Pro Forma Condensed Combined Balance Sheet gives effect to the acquisitions
as if they had occurred on June 30, 1999.
The December 31, 1998 Pro Forma Condensed Combined Statements of Operations
give effect to the acquisitions as if they had occurred as of January 1, 1998,
combining the results of SkyLynx Communications, Inc. for the year ended
December 31, 1998, with those of the same periods for Interaccess Corp.,
Simply Internet, Inc., Net Asset, LLC and InfiCad Computing and Design, LLC
and those of CalWeb Internet Services, Inc. for the year ended March 31, 1999.
The June 30, 1999 Pro Forma Condensed Combined Statements of Operations give
effect to the acquisitions as if they had occurred as of January 1, 1999,
combining the results of SkyLynx Communications, Inc. for the six months ended
June 30, 1999 with those of the same period for CalWeb Internet Services,
Inc. and InfiCad Computing and Design, LLC, and with those of Interaccess
Corp, Simply Internet, Inc. and Net Asset, LLC for the period from January 1,
1999 through the respective acquisition date.
The pro forma adjustments are based on estimates, available information and
certain assumptions that management deems appropriate. The pro forma financial
data do not purport to represent what our financial position or results of
operations would actually have been if such transactions had occurred on those
dates and are not necessarily representative of our financial position or
results of operations for any future period. The pro forma financial
statements should be read in conjunction with the other financial statements
and notes thereto and the "Risk Factors" included in the Registration
Statement No. 333-83705 on Form SB-2.
<PAGE>
<PAGE>
PRO FORMA CONDENSED, COMBINED BALANCE SHEET
As of June 30, 1999
<TABLE>
<CAPTION>
SkyLynx CalWeb InfiCad Pro forma Pro forma
Communica-Internet Computing Total Adjust- Combined
tions, Inc.Services,& Design ments
Inc.
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash 8,853,806 314,772 - 9,168,578 (3,725,000) 5,443,578
Accounts receivable 396,508 155,994 227,971 780,473 - 780,473
Inventory - - - - - -
Other current assets 142,596 99,728 11,712 254,036 - 254,036
========== ======== ======== ========= ========== ==========
Current assets 9,392,910 570,494 239,683 10,203,087 (3,725,000) 6,478,087
Property & equipment 2,318,884 281,872 406,682 3,007,438 - 3,007,438
Other assets 4,438,939 - - 4,438,939 6,227,897 10,666,836
=========== ========= ========= ========== ========== ===========
Total assets 16,150,733 852,366 646,365 17,649,464 2,502,897 20,152,361
=========== ========= ========= ========== ========== ==========
Liability and Equity
Accounts payable & accrued
liabilities 1,248,084 234,814 734,753 2,217,651 (734,753) 1,482,898
Unearned revenue 292,528 151,817 119,816 564,161 - 564,161
Other current liabilities 122,375 49,478 1,132,431 1,304,284 (797,130) 507,154
------------------------------- ---------- ---------- -----------
Current liabilities 1,662,987 436,109 1,987,000 4,086,096 (1,531,883) 2,554,213
Long term debt 20,432 24,791 - 45,223 - 45,223
Other long term
liabilities 45,311 - 193,111 238,422 - 238,422
----------- --------- --------- --------- --------- ----------
Total long term liabilities 65,743 24,791 193,111 283,645 - 283,645
===================== ========= ========== ========== ==========
Total liabilities 1,728,730 460,900 2,180,111 4,369,741 (1,531,883) 2,837,858
Preferred stock 14,396,916 - - 14,396,916 - 14,396,916
Common stock 11,102 10,000 - 21,102 (9,566) 11,536
Paid in capital 30,530,470 - 1,500 30,531,970 2,890,566 33,422,536
Retained deficit (30,516,485) 381,466(1,535,246)(31,670,265) 1,153,780 (30,516,485)
Total shareholders'
equity 14,422,003 391,466(1,533,746)13,279,723 4,034,780 17,314,503
------------ ------------------------------ ---------- -----------
Total liabilities and
shareholders' equity 16,150,733 852,366 646,365 17,649,464 2,502,897 20,152,361
</TABLE>
The consideration paid in these transactions was $3,725,000 cash and 472,259
shares of common stock with a market value of $3,150,000 (of which 38,469
shares with a market value of $257,500 were retained by SkyLynx as a purchase
price holdback).
<PAGE>
<PAGE>
PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
For the six months ended June 30,1999
<TABLE>
<CAPTION>
SkyLynx Previously Pro Forma InfiCad InfiCad Pro forma
Communica- filed Total Adjust- Computing Pro Forma Combined
tions, Acquisi- ments & Design Adjust-
Inc. tions ments
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues 700,754 1,544,009 2,244,763 1,092,382 3,337,145
Operating costs
and expenses 13,659,472 1,729,931 15,389,403 1,045,684 1,428,590 386,560 18,250,237
Loss from operations (12,958,718) (185,922)(13,144,640)(1,045,684) (336,208) (386,560)(14,913,092)
Interest and other
income (expenses) 66,098 (7,816) 58,282 (57,948) 334
Net loss (12,892,620) (193,738)(13,086,358)(1,045,684) (394,156) (386,560) (14,912,758)
Preferred Stock
Dividends: As reported,
plus adjustment (602,995) (602,995) (98,625) (16,667) (718,287)
Accretion of
Beneficial Conversion
Feature of Preferred
Stock (11,422,538) (11,422,538) (11,422,538)
Net Loss Applicable
to Common
Shareholders (24,918,153) (25,111,891) (27,053,583)
Weighted-average
common shares
outstanding 10,915,340 10,915,340 255,639 178,151 11,363,138
Basic loss per share (2.28) (2.38)
</TABLE>
(a) Adjustments to reflect amortization of intangibles and goodwill related to
the acquisitions.
(b) Adjustment to reflect additional preferred stock dividends for the
preferred stock sales needed to raise the cash paid for the acquisitions
(c) Adjustment for the common shares issued for the acquisitions
<PAGE>
<PAGE>
PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
For the year ended December 31,1998
<TABLE>
<CAPTION>
SkyLynx Previously Total Pro Forma InfiCad InfiCad Pro forma
Communi- Filed Adjust- Computing Pro Forma Combined
cations Adjustments ments & Design Adjust-
Inc. ments
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues 7,898 4,071,731 4,079,629 1,410,340 5,489,969
Operating costs
and expenses 5,300,834 4,216,869 9,517,703 2,467,786(a)1,768,892 773,121(a) 14,527,502
Loss from opera-
tions (5,292,936) (145,138)(5,438,074)(2,467,786) (358,552) (773,121) (9,037,533)
Interest and other
income (expenses) 18,104 (76,088) (57,984) (101,872) (159,856)
Net loss (5,274,832) (221,226)(5,496,058)(2,467,786) (460,424) (773,121) (9,197,389)
Preferred Stock Dividends:
As reported, plus
adjustment (39,759) (39,759) (394,500)(b) (50,000)(b) (484,259)
Accretion of Beneficial
Conversion Feature
of Preferred
Stock (73,029) (73,029) (73,029)
Net Loss Applicable to
Common Share-
holders (5,387,620) (5,387,620) (9,754,677)
Weighted-average common
shares outstanding 8,946,874 8,946,874 255,639 178,151 9,380,664
Basic loss per share (0.60) (1.04)
</TABLE>
(a) Adjustments to reflect amortization of intangibles and goodwill related to
the acquisitions.
(b) Adjustment to reflect additional preferred stock dividends for the preferred
stock sales needed to raise the cash paid for the acquisitions
( c) Adjustment for the common shares issued for the acquisitions
