SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEXTPATH TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value, $0.001 per share
(Title of Class of Securities)
65333J 10 9
(CUSIP Number)
Steven W. Martin
18352 Dallas Parkway Suite 136-440
Dallas, TX 75287
(214) 674-9940
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 12, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
W.O.W. Consulting Group
52-6976894
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(A) [ ] (B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
6,467,877
NUMBER OF
SHARES
BENECIFIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING ----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,467,877
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,467,877
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
STEVEN W. MARTIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(A) [ ] (B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
6,467,877
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING ----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,467,877
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,467,877
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, $0.001 par value
per share (the "Common Stock"), of NextPath Technologies, Inc ("NextPath" or
"the Issuer"). The Issuer's principal executive office is located at 1615 N.
24th West Avenue, Tulsa, Oklahoma, 74127.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by W.O.W. Consulting Group
("W.O.W."), and Steven W. Martin ("Mr. Martin" or "Reporting Person"). W.O.W. is
a sole proprietorship under the laws of Texas. The sole owner and managing
member of W.O.W. is Steven W. Martin.
Each of the foregoing are referred to as a "Reporting Person" and
collectively as the "Reporting Persons." By virtue of his ownership of W.O.W.,
Mr. Martin has the power to vote and dispose of the Issuer's shares owned by
W.O.W. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
(b) The principal business address of the Reporting Persons is 18325
Dallas Parkway, Suite 136-440, Dallas, Texas, 75287.
(c) The principal business of W.O.W. and Mr. Martin is to provide
business consulting services.
(d) During the past five years, neither of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Except as described below, during the past five years neither of
the Reporting Persons have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
On August 28, 1997, the NASD suspended Mr. Martin from association
with any NASD member in any capacity for 18 months, censured him, and fined him
$22,000 for (i) failure to respond to NASD requests for information made
pursuant to NASD Rule 8210 and (ii) providing to his member firm a form
containing false and/or misleading information. In February of 1998, Mr.
Martin's broker license was revoked for non-payment of fines and/or costs.
(f) Mr. Martin is a citizen of the Untied States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of the Reporting Persons' shares were received by the Reporting
Persons as compensation for consulting services rendered, except for 200,000
shares which were issued to PriMedium, a limited liability company organized
under the laws of the state of Nevada ("PriMedium"). W.O.W. owns a 25%
membership interest in PriMedium.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired their beneficial ownership in the
shares of Common Stock as compensation for consulting services rendered to
NextPath.
The Reporting Persons intend to review their investment in NextPath
on a continuing basis and depending on various factors, including NextPath's
business, affairs and financial position, other developments concerning
NextPath, the price level of the Common Stock, conditions in the securities
markets and general economic and industry conditions, as well as other
investment opportunities available to it, may in the future take such actions
with respect to its investment in NextPath as it deems appropriate in light of
the circumstances existing from time to time. Such actions may include, without
limitation, the purchase of additional Common Stock in the open market and in
block trades, in privately negotiated transactions or otherwise, as well as the
sale at any time of all or a portion of the Common Stock now owned or hereafter
acquired by it to one or more purchasers.
The Reporting Persons are signatories to a letter sent to the Issuer
on August 22, 2000 in which certain shareholders expressed their concern
regarding the direction of NextPath.
Except as set forth above, the Reporting Persons do not have any
plans or proposals, which relate to or would result in: (a) the acquisition by
any person of additional securities of the issuer, or the disposition of
securities of the issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries; (c) a sale of transfer of a material amount of assets of the
issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the issuer; (f) any other material change in the issuer's business or
corporate structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940; (g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person; (h) causing a class of securities of the
issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or (j) any action similar to these enumerated above. The Reporting
Persons may at any time reconsider and change its plans or proposals relating to
the foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to NextPath's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, as of August 11, 2000, the Issuer had issued and
outstanding 42,810,775 shares of Common Stock.
(b) The Reporting Persons are the beneficial owners of 6,467,877
shares of Common Stock or 15.1% of the outstanding Common Stock. Of the
Reporting Persons' shares, 6,267,877 were issued by NextPath as compensation for
consulting services rendered. PriMedium, a limited liability company organized
under the laws of the state of Nevada, owns 800,000 shares of NextPath, of which
the Reporting Persons are the beneficial owner of 200,000 shares. Mr. Martin has
the sole power to vote, or to direct the vote of, all of such shares.
(c) The shares were issued to the Reporting Persons by the Issuer.
There have been no shares purchased, sold, or traded during the past sixty days.
(d) The Reporting Persons are not aware of any other person that has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock disclosed in Item 5
hereof.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons do not have any contracts, arrangements,
understandings or relationships with any person with respect to any securities
of NextPath.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement.
Exhibit 2 - Letter dated August 22, 2000 to NextPath Technologies, Inc., to
which the Reporting Persons are a signatory.
<PAGE>
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: August 22, 2000.
W.O.W. CONSULTING GROUP.
By: /s/ Steven W. Martin
----------------------------
Name: Steven W. Martin
Title: Sole Proprietor
By: /s/ Steven W. Martin
----------------------------
Name: Steven W. Martin
<PAGE>
MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement.
Exhibit 2 - Letter dated August 22, 2000 to NextPath Technologies, Inc., to
which the Reporting Persons are a signatory.
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities and
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D dated August __,
2000 (including amendments thereto) with respect to the Common Stock of NextPath
Technologies, Inc. This Joint Filing Agreement shall be filed as an exhibit to
such statement.
Dated, August 22, 2000 W.O.W. CONSULTING GROUP.
By: /s/ Steven W. Martin
----------------------------
Name: Steven W. Martin
Title: Sole Proprietor
By: /s/ Steven W. Martin
----------------------------
Name: Steven W. Martin
<PAGE>
Exhibit 2
Board of Directors, NextPath Technologies, Inc.
Dear Sirs:
The undersigned are unaffiliated stockholders of NextPath
Technologies, Inc., holding in excess of 7,217,877 shares of the Company's
voting stock. We share common concerns regarding the direction of the Company
including its intended uses of funds derived from recent asset sales, and
management's failures to capitalize on certain business opportunities, including
failing to appoint a permanent Chief Executive Officer and retaining a financial
public relations firm. We also have concerns relating to the Company's failure
to timely schedule its annual shareholders' meeting. While the undersigned
differ in many respects as how to best capitalize on the Company's business
prospects, we share in our dissatisfaction with current management's actions and
the resulting negative impact on the market price of our shares.
Each of the undersigned expressly disclaims beneficial ownership,
including voting rights, of any shares of the Company's voting stock held by any
other stockholder of the Company, including the other stockholders signatory to
this letter. None of the undersigned have agreed to act together for the purpose
of acquiring, holding, voting or disposing of the Company's voting securities.
To date, we have not proposed any manner of shareholder resolution or commenced
any manner of process to solicit proxies, formally or informally. As you know,
however, certain of the undersigned have communicated amongst themselves for
purposes of outlining the subject matter of this letter. We do not have any
agreements, understandings, arrangements or relationships with respect to our
shares or how each of us may sell, hold or vote our respective shares.
The undersigned hereby make the following requests:
First, the undersigned request the Company schedule its annual
shareholders' meeting and provide each of its stockholders with both timely
notice and an annual report.
Second, in anticipation of the shareholders' meeting, the
undersigned request that management of the Company, including, specifically,
each of its directors and its General Counsel, meet with the undersigned and any
other stockholders of the Company at the DFW Airport Hyatt Hotel on August 31,
2000, commencing at 10:00 a.m. Among other things, the undersigned intend to
discuss with management the leadership of the Company. It is not our purpose to
improperly obtain nonpublic information, and the undersigned are willing to
comply with reasonable time-based restrictions on their purchases or sales of
the Company's stock and to assist the Company in ensuring the timely public
availability of any material information divulged in such meeting.
Third, the undersigned request that management put any significant
sale, disposition or acquisition of assets to vote by all the shareholders,
whether at the to-be-scheduled annual meeting or at a special meeting, prior to
consummating any such transaction. It is our understanding that certain
shareholders were not provided with the opportunity to vote on the Company's
merger with Epilogue Corporation; while we recognize that requiring a
shareholder vote for all significant transactions may present certain
administrative delays, management's failure to adhere to corporate formalities,
and our current dissatisfaction with management's past actions, necessitates
shareholder vigilance and oversight.
If you have any questions regarding the nature or subject matter of
these shareholder requests, the undersigned have, in the interest of convenience
only, designated Phillip W. Offill, Jr., Krage & Janvey, L.L.P., counsel for
Larry S. Parker, to communicate with you on our behalf. Please confirm your
intentions regarding our requests set out herein no later than August 25, 2000.
<PAGE>
SIGNATURE PAGE
/s/ Steven W. Martin 6,467,877
---------------------------- ---------------------------
[PRINTED NAME] [NUMBER OF SHARES]
Steven W. Martin
W.O.W. Consulting Group
/s/Joshua W. Ladd app. 500,000
------------------------------- ---------------------------
[PRINTED NAME] [NUMBER OF SHARES]
Joshua W. Ladd
/s/McGinnes Ladd 250,000
------------------------------- ---------------------------
[PRINTED NAME] [NUMBER OF SHARES]
/s/McGinnes Ladd
