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
November 15, 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 November 15, 1999, NextPath closed its acquisition of
Willow Systems Limited, a New Mexico corporation, and its
two wholly owned subsidiaries Reflex LLC and NextWave
Photonics LLC. It was accomplished through a forward
triangular merger by which Willow Systems Limited merged
into Willow Systems, Inc., a Delaware corporation wholly
owned by NextPath. The surviving corporation is Willow
Systems, Inc. The former management and employees of Willow
Systems Limited are now those of Willow Systems, Inc. and
the company's principal place of business will remain in
Albuquerque.
The consideration paid by NextPath to the
shareholders of Willow Systems Limited was as follows:
(a) $1,700,000 ($950,000 paid at closing;
$750,000 paid to an escrow agent under the
terms of a one year escrow agreement); and
(b) 650,000 shares of NextPath restricted
common stock with piggy-back registration rights.
Willow Systems, Inc. ("Willow") is an advanced technology
company providing custom real-time motion control and
electronic solutions which expertise includes gimbals
(positioning devices), camera and electro-optical system
design, embedded software development and system engineering
and development. It serves a diverse customer base
providing systems ranging from commercial helicopter
airborne camera mounts to space-qualified control
electronics. Willow has the capability to translate
real-time motion control requirements into reliable, low
cost hardware solutions, and its technologies have potential
application in a wide range of businesses.
Willow is also engaged in the business of designing and
developing new and innovative MicroElectro Mechanical
Systems ("MEMS") technology and associated controls and
electronics, primarily for optical applications. MEMS are
machines so small that they are imperceptible to the human eye.
Willow is also developing a high-speed fiber optic switch
that will control communications routing over fiber optic
networks. This switch will be compatible with the high
capacity wavelength division multiplexed ("WDM") fiber optic
systems that are expected to dominate the fiber optic
communications market over the next decade.
A press release regarding NextPath's acquisition of Willow
Systems Limited and certain other matters was issued by
NextPath on November 18, 1999 and is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
No financial statements are filed with this report but will be
filed within 60 days after the date that the initial Form 8-K
must be filed.
EXHIBITS
99.1 Press Release dated November 18, 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.
/S/ James Ladd
President, Chief Executive Officer
Date: December 13, 1999
NextPath Technologies, Inc.
Historic Hillsborough Courthouse Square
114 S. Churton Street, Suite 101
Hillsborough, NC 27278
For Investor Information contact:
INVESTOR COMMUNICATIONS CO.
800/511-4215 800/457-5579
NEWS RELEASE
November 18, 1999
NEXTPATH TECHNOLOGIES ACQUIRES WILLOW SYSTEMS LIMITED
Hillsborough, NC NextPath Technologies, Inc. (OTCBB-NPTK) announced
today that it has acquired Willow Systems Limited ("Willow
Systems"), an Albuquerque, N.M. technology company.
NextPath's acquisition of Willow Systems closed on November 15,
1999. It was accomplished through a forward triangular merger by
which Willow Systems merged into Willow Systems, Inc., a Delaware
corporation wholly owned by NextPath. The surviving corporation is
Willow Systems, Inc. The former management and employees of Willow
Systems are now those of Willow Systems, Inc., and the company's
principal place of business will remain in Albuquerque.
The merger consideration paid by NextPath to the shareholders of
Willow Systems was as follows:
(A) $1,700,000 ($950,000 paid at closing; $750,000 paid to an escrow
agent under the terms of a one year escrow agreement); and
(B) 650,000 shares of NextPath restricted common stock with
piggy-back registration rights.
Willow Systems, Inc. ("Willow") designs and markets custom motion
control, robotics and electronics solutions with leading edge
technologies in the areas of gimbals and
photographic/electro-optical systems. Willow has the capability to
translate real-time motion control requirements into reliable, low
cost hardware solutions, and its technologies have potential
application in a wide range of businesses.
Willow is also engaged in the business of designing and developing
new and innovative MicroElectro Mechanical Systems ("MEMS")
technology and associated controls and electronics, primarily for
optical applications. MEMS are machines so small that they are
imperceptible to the human eye, with gears no larger than a grain of
pollen.
Willow is also developing a high-speed fiber optic switch that will
control communications routing over fiber optic networks. This
switch will be compatible with the high capacity wavelength division
multiplexed ("WDM") fiber optic systems that are expected to
dominate the fiber optic communications market over the next decade.
Past and current customers of Willow Systems include: Northrop
Grumman, AT&T, ITT Industries and Sagebrush Technologies, Inc.
James R. Ladd, president and chief executive officer of NextPath
Technologies, Inc., stated, "The acquisition of Willow expands our
technological capabilities in an ongoing effort to become a major
player in the motion control and communication fields. Willow,
combined with Laser Wireless and, upon completion, the pending
acquisition of Sagebrush Technology, Inc., will complete our goal of
creating "The Precision Technology Group" as we continue to execute
our business plan."
"We at Willow Systems are extremely pleased to become part of the
NextPath family", stated Douglas Elerath, Founder of Willow Systems
and now president of Willow Systems, Inc. "There are tremendous
synergies between the companies that will comprise the Precision
Technology Group of NextPath. Working in concert, we form a very
strong team, and will add significant future value to NextPath".
NextPath Technologies, Inc. is a 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. NextPath is in the final
stages of negotiating an agreement to acquire Sagebrush Technology,
Inc. 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.
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 statement
involve risks, uncertainties, and other factors, which may cause the
actual results, performance or achievement expressed or implied y
such forward-looking statements to differ.
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NEXTPATH TECHNOLOGIES, INC. is quoted on the OTC Bulletin Board as "NPTK".
FOR IMMEDIATE RELEASE.
