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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
December 14, 1999
Date of Report
(Date of Earliest Event Reported)
NEXTPATH TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
114 South Churton Street
Suite 101
Hillsborough, N.C. 27278
(Address of principal executive offices)
919/644-0600
919/644-1115 (fax)
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name and former address, if changed since last report)
Nevada 000-26425 84-1402416
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 14, 1999, NextPath closed its acquisition of Sagebrush Technology,
Inc., a New Mexico corporation ("Sagebrush/New Mexico"). It was accomplished
through a forward triangular merger by which Sagebrush/New Mexico merged into
Sagebrush Technology, Inc., a Delaware corporation wholly owned by NextPath
("Sagebrush"). The surviving corporation is Sagebrush.
Donald G. Carson, the founder and former President and majority shareholder of
Sagebrush/New Mexico, has executed a Consulting Agreement with Sagebrush and
will advise Sagebrush's management on issues related to the design, engineering
and marketing of precision positioning devices and other matters. The remaining
former management and employees of Sagebrush/New Mexico are now those of
Sagebrush. The principal place of business of Sagebrush will remain in
Albuquerque.
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The merger consideration paid by NextPath to the shareholders of Sagebrush/New
Mexico was as follows:
(a) $2,625,000 ($1,750,000 paid at closing and $875,000 paid to an escrow agent
under the terms of a one year escrow agreement); and
b) 600,000 shares of NextPath restricted common stock with piggy-back
registration rights.
Sagebrush is engaged in the business of designing, developing, manufacturing and
marketing positioning devices (gimbals and antenna positioners) based primarily
on its patented and proprietary Roto-Lok(R) rotary drive technology. Gyroscopic
gimbal systems are used in ships, airplanes, missiles and many other
applications to indicate a stable reference plane, even when the vehicle is
pitching, rolling or changing direction. Antenna positioners are the devices
that point antennas, such as portable satellite antennas used by the military,
networks and local television stations, at a target.
Sagebrush's clients include Intel, IBM, Motorola, Inc., NASA Goddard Space
Flight Center, Lockheed/Martin, Lucent Technologies, McDonnell Douglas, Northrop
Grumman, Delco Defense, U.S. Army, White Sands Missile Range. A partial client
list can be seen at www.sagebrushtech.com.
A press release regarding NextPath's acquisition of Sagebrush Rechnology, Inc.
and certain other matters was issued by NextPath on December 16, 1999 and is
attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
No financial statements are filed with this report, but they will be filed
within 60 days after the date that the initial Form 8-K must be filed.
EXHIBITS
99.1 Press Release dated December 16, 1999 issued by the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
NEXTPATH TECHNOLOGIES, INC.
By /s/ Frederick F. Wolfer, Jr.
----------------------------------------
Frederick F. Wolfer, Jr., Vice President
Date: December 21, 1999
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EXHIBIT 99.1
NextPath Technologies, Inc.
Historic Hillsborough Courthouse
114 South Churton Street, Suite 101
Hillsborough, NC 27278
For Information Contact:
Investor Communications Co.
(800) 511-4215 or (800) 457-5579
NEWS RELEASE
December 16, 1999
NEXTPATH ACQUIRES SAGEBRUSH TECHNOLOGY, INC.
Hillsborough, NC--NextPath Technologies, Inc. (OTCBB:NPTK) announced today that
it has acquired Sagebrush Technology, Inc., an Albuquerque, New Mexico
technology company ("Sagebrush/New Mexico").
NextPath's acquisition of Sagebrush/New Mexico closed on December 14, 1999. It
was accomplished through a forward triangular merger by which Sagebrush/New
Mexico merged into Sagebrush Technology, Inc., a Delaware corporation wholly
owned by NextPath ("Sagebrush"). The surviving corporation is Sagebrush.
Donald G. Carson, the founder and former President and majority shareholder of
Sagebrush/New Mexico, has executed a Consulting Agreement with Sagebrush and
will advise Sagebrush's management on issues related to the design, engineering
and marketing of precision positioning devices and other matters. The remaining
former management and employees of Sagebrush/New Mexico are now those of
Sagebrush. The principal place of business of Sagebrush will remain in
Albuquerque.
The merger consideration paid by NextPath to the shareholders of Sagebrush/New
Mexico was as follows:
(a) $2,625,000 ($1,750,000 paid at closing and $875,000 paid to an escrow agent
under the terms of a one year escrow agreement); and
b) 600,000 shares of NextPath restricted common stock with piggy-back
registration rights.
Sagebrush is engaged in the business of designing, developing, manufacturing and
marketing positioning devices (gimbals and antenna positioners) based primarily
on its patented and proprietary Roto-Lok(R) rotary drive technology. Gyroscopic
gimbal systems are used in ships, airplanes, missiles and many other
applications to indicate a stable reference plane, even when the vehicle is
pitching, rolling or changing direction. Antenna positioners are the devices
that point antennas, such as portable satellite antennas used by the military,
networks and local television stations, at a target.
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Sagebrush's clients include Intel, IBM, Motorola, Inc., NASA Goddard Space
Flight Center, Lockheed/Martin, Lucent Technologies, McDonnell Douglas, Northrop
Grumman, Delco Defense, U.S. Army, White Sands Missile Range. A partial client
list can be seen at www.sagebrushtech.com.
James R. Ladd, president and chief executive officer of NextPath stated, "The
acquisition of Sagebrush expands our technological capabilities in an ongoing
effort to become a major player in the motion control and communication fields.
The acquisition of Sagebrush, combined with our recent acquisitions of Laser
Wireless, Inc. and Willow Systems Limited, completes our goal of creating 'The
Precision Technology Group' as we continue to execute our business plan."
"We at Sagebrush are extremely pleased to become part of the NextPath family,"
stated Donald G. Carson, founder of Sagebrush/New Mexico and inventor of the
Roto-Lok(R) rotary drive technology. "There are tremendous synergies between the
companies that will comprise the Precision Technology Group. Working in concert,
we form a very strong team, and we believe that Sagebrush will add significant
future value to NextPath."
NextPath Technologies, Inc. is a development staged holding company that has
acquisitions and strategic alliances pending which it believes will allow it to
become a significant participant in a number of rapidly expanding technology
market sectors. It is anticipated that the corporate strategies currently being
pursued by NextPath will result in substantial increases in the profitability of
the respective companies joining NextPath.
NextPath Technologies, Inc. is quoted on the OTC Bulletin Board as "NPTK."
Certain statements in this news release may constitute "forward looking"
statements within the meaning of section 21E of the Securities Exchange Act of
1934. Such forward-looking statements involve risks, uncertainties, and other
factors, which may cause the actual results, performance, or achievement
expressed or implied by such forward-looking statements to differ.
