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 5, 2000
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Date of Report
(Date of Earliest Event Reported)
NEXTPATH TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
5050 North 40th Street, Suite 340
Phoenix, AZ 85016
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(Address of principal executive offices)
602/224-0685
602/912-9595 (fax)
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(Registrant's telephone number, including area code)
(Former name and former address, if changed since last report)
Nevada 000-26425 84-1402416
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
ITEM 9. REGULATION FD DISCLOSURE
ANNUAL MEETING
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The Annual Meeting of Shareholders is being held at the Marriott Hotel, 3233 NW
Expressway, Oklahoma City, Oklahoma on Tuesday, December 5, 2000 at 10:00 a.m.
The Record Date for the meeting is October 23, 2000. The following are the
scripted management presentations and questions and answers:
LaserWireless
Good morning, my name is Dick Walter, and I am the President of LaserWireless,
Inc., which is based in Lancaster, Pennsylvania.
LaserWireless was incorporated in 1998 and acquired by NextPath in October 1999,
and is part of the NextPath Precision Technology Group. We design and
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manufacture an optical wireless communications system, which uses the light
pathway of a laser beam to transmit and receive information. This means that
customers can use our systems to connect video, voice, phone, and data networks
over a beam of light.
Our company is fortunate to have key personnel who have been in the laser
communications industry since introducing the industry's first commercial
systems more than 15 years ago. Ever since we founded the company two years ago,
our goal has been to develop an optical wireless product that offers the most
benefits to the customer at the lowest cost compared to any other system on the
market. I'm happy to announce today that we have reached that goal.
Our system, the LaserBridge 155, has several built-in features that provide
significant benefits to our customers. These features aren't available in any of
our competitors' products, except as customized add-ons. For example, the
LaserBridge has an electronic tracking capability, which means that the system
will stay automatically in alignment regardless of building sway or thermal
expansion. Our systems also include a remote dial-in capability that enables us
to diagnose problems with any installed system directly from our service center.
We have also designed our system to be capable of being installed by one person
rather two. Thereafter, unlike competing systems, our system is completely
serviceable in the field and does not have to be returned to the factory for
adjustments. These factors present a considerable advantage to the user.
The potential market for laser communications systems continues to expand
rapidly. Because of increasing demand for broadband connections to support
Internet applications and data transfer, network administrators are faced with
the need to increase the capacity of their communications networks and to extend
the existing backbone to users at remote locations. In many cases, network
managers are interested in taking advantage of wireless technologies to deliver
"last mile" connectivity where physical wiring is either impractical or too
costly.
Wireless optical systems can be used whenever a physical barrier exists or
alternative installation costs are too expensive. The LaserBridge 155 has an
effective range up to 2.0 km. Some of the situations in which the system meets
needs for a "last mile" link are:
o Where a connection is needed across highways, railroads, rivers, or other
physical barriers to cabling.
o To cross land not owned by the network operator.
o Where cabling is prohibited by building conditions, regulations, or a
building's owner.
o In dense metropolitan areas where radio or spread spectrum is already too
crowded.
o When waiting for a license is not acceptable.
o In a campus environment where trenching is not possible or is prohibitively
expensive.
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o For temporary connectivity needs at special events or to connect sites or
buildings for temporary use.
Infrared laser communications systems are safe, secure, and easy to deploy for
building-to-building network connectivity. Optical wireless is particularly well
suited for high bandwidth network requirements compared to other wireless
alternatives. The reasons for this are the following:
o Laser systems have much higher transmission rates compared to radio or
microwave.
o No FCC license is required to operate.
o Wireless infrared has the highest level of transmission security, compared
to microwave or spread spectrum.
o Laser systems are immune to EMI or RF interference.
For anyone in search of a wireless communications link with the bandwidth and
security of fiber optic lines, LaserWireless systems offer an affordable,
reliable solution.
There is tremendous excitement and interest in optical wireless right now
because of an announcement made several months ago. Lucent Technologies was
entering into a joint venture to produce a cutting edge optical wireless
technology called Terabeam. With a great deal of fanfare, Terabeam was
introduced at the last Olympic Games in Sydney, Australia to mixed reviews on
its performance. Terabeam's strategy may still be evolving, but, thanks to the
Terabeam promotion, our trade show attendees and potential customers are now
well aware of the advantages of optical wireless technology and are excited
about laser wireless systems.
We are pleased to announce that, in the past few weeks, we have received the
oral certifications necessary to begin commercial sale of the LaserBridge 155 in
the United States, Canada, and Europe, as well as Underwriters Laboratory
approval. We are now ready to begin selling and delivering the LaserBridge 155.
LaserWireless has a number of significant contacts, which are anticipated to
produce orders in the First Quarter 2001.
In the coming year, we plan to demonstrate the LaserBridge system in 14 trade
shows, including Supercomm and Networld+Interop. In March, LaserWireless will be
one of eight companies included in a trade mission to Germany organized by the
Commonwealth of Pennsylvania. This event creates the opportunity for us to
demonstrate the LaserBridge 155 at CEBIT, the largest technology trade show in
the world, with over 800,000 attendees.
Recently, we demonstrated the LaserBridge system to Avantel in Mexico City.
There's a tremendous need for this type of system in Mexico because there is
very little fiber optic cabling installed in Mexico, and there are so many radio
systems in place that they interfere with each other. Our LaserBridge 155 can
alleviate this conflict ... and carry data ten times faster. We will be
introducing the LaserBridge 155 at a show in Mexico in February.
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In the U.S. we are talking with several telecommunications carriers to design
proprietary systems, based on minor modifications of the LaserBridge 155, to
meet their specific needs. In Canada, we also have several customers awaiting
delivery.
We expect to be shipping systems by early March at a unit price of $20,000 to
$23,000, before discounts. Based on market research, we believe our system
represents the best value in the industry.
Part of our cost advantage is created by subcontracting the manufacturing of the
LaserBridge 155, while LaserWireless personnel focus on development and
marketing of our products. Some of the subcontracting services will be done by
our sister company, Sagebrush Technology. We have 13 employees in the company
and our manpower expansion needs shouldn't increase dramatically in the
foreseeable future.
LaserWireless is also looking ahead. We have several new models on the drawing
board, which will be introduced in the future, once our LaserBridge 155 has good
market penetration.
In summary, we're excited about the future of LaserWireless and we feel we can
become the leader in the promising new communications technology. We appreciate
our shareholders' patience in giving us the time to design and engineer an
optical wireless system that we feel is superior to our competition in many
different ways.
These projections are forward-looking statements. They are based on our current
expectations, but they involve future risks and uncertainties that could cause
actual results to differ materially.
Sagebrush Technology
Good morning, my name is Joe Zmuda, and I am the President of Sagebrush
Technology, located in Albuquerque, New Mexico.
Sagebrush Technology is part of NextPath's Precision Technology Group. Our
principal objective is the design and manufacture of precision rotary gimbal and
positioning systems for the defense, aircraft, research and technology, and the
health-care markets.
Sagebrush was purchased by NextPath almost one year ago. Since NextPath's
purchase, we have maintained all of the contractual relations that were in place
at the time of the purchase, and have expanded on these relationships
extensively. Sagebrush has 28 total employees, with three servo-control
electronics and software engineers, and 16 mechanical and electro-mechanical
engineers included in that number.
Let's start by understanding our product. What is a gimbal? Many of you know
about gyroscopes, used to maintain stability in ships, airplanes, and missiles.
The rotary gimbal is part of this gyroscope family. The gimbal, through its
electronics, has the capability to point a payload based on a user input and/or
maintain the item it's supporting on a stable plane. The item the gimbal
supports could be a telescope, a satellite dish, a camera, or a laser
communications device -- anything that must maintain a stable plane or requires
an on-track position. The products we sell range in price from $5,000 to in
excess of $100,000, depending upon the design and load-bearing requirements.
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Our products range from gimbals to precision motion control devices, including
the Model-20 Pan and Tilt Gimbal (an unstabilized, low-cost unit); the Aero-20
stabilized Gimbal for airborne radar antenna and IR camera positioning systems;
precision motion control devices for the medical industry, and mechanical drive
systems for the optics in LaserWireless units. The majority of our products are
gimbals for the military sensor market and the commercial communications antenna
market. Our Model 20 has payload of 20 lbs. We are currently developing the
Model 30 to handle a heavier 30 lb payload.
The applications for Sagebrush equipment include:
DEFENSE
Airborne Gimbals
Antenna Positioners
Stabilized Platforms
Weapons Targeting
IR Camera Pointing
Pan & Tilt Gimbals
Vehicle Borne Gimbals
AEROSPACE
Antenna Positioners
IR Camera Gimbals
Helicopter Gimbals
Laser Beam Directors
Balloon Borne Gimbals
MEDICAL
Precision Positioners
Mammotest Autoguide
RESEARCH
Laser Beam Directors
Solar Tracking Systems
Precision Positioners
INDUSTRIAL
Wafer Saw Turntables
Industrial Positioners
ORIGINAL EQUIPMENT MANUFACTURING
Laser Wireless Mechanical Motion
Fischer Imaging Autoguide
As you can see, there are many diverse applications for the Sagebrush product
line. We are very excited about the future of these products. Our market space
is between low cost, low performance gimbals and high performance, high cost
systems. We see payloads becoming smaller and lighter and requiring faster,
lightweight, stabilized gimbals.
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We see a bright future for our already developed products. Many of you read our
announcement about our field testing of our beefed-up Model 20 gimbal with the
Litton MCAD system. This application is for active chemical gas agent sniffing
for the military. The tests went extremely well. Litton is interested in our new
Model 30 because it can handle a heavier payload and is designed to be mounted
on a moving vehicle.
Our most exciting new work involves the development of the Model 30. We have
designed it to perform a complete array of technical performance
parameters--from low-end, simple pointing with a joystick to the high-end,
stabilized tasks. We accomplish this through a common mechanical and electrical
design, and meeting customer requirements by simply selecting purchased
components such as motors, bearings, and instruments such as gyros.
Our prices for these types of gimbals range from about $15k to $60k with
numerous possible combinations in between. We have received a significant number
of inquiries from potential customers for the Model 30 and variants thereof.
Another exciting product involves the development of the Aero 20. The Aero 20
was developed for a customer who required stabilized performance for object
avoidance radar on a helicopter. We are currently developing a variation of that
gimbal for a new IR camera application involving search and rescue and law
enforcement interdiction of personnel, boats, etc,--whatever provides an IR
signature. We believe there are huge potential markets for this product, one of
which involves the replacement of existing high initial cost and high
maintenance systems.
A partial list of our customers include:
<TABLE>
<S> <C>
Andrew Corporation Raytheon
Boeing Rockwell International
Fischer Imaging Sandia National Laboratory
Harris Corporation White Sands Missile Range
Northrup Grumman Naval Air Warfare Center
Loral Communications National Security Agency
Proex Systems
</TABLE>
To improve profitability, we are designing our products around a common set of
electronic boards for all our products. This helps us avoid inventory shortages
while improving customer service, and reducing the unit cost.
We plan to maintain our focus as a precision motion control/gimbal supplier, and
we will continue to provide custom engineering services and products.
Over the last year, Sagebrush has accomplished the following:
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o Delivery of Autoguide for medical applications
o Development and delivery of a stabilized two-lb payload for the Tactical
Unmanned Air Vehicle
o Development of the Model 30 Gimbal
o Development of the Aero-20 Gimbal
Because of NextPath's investment in Sagebrush, we believe that we are now
positioned for success.
In summary, we are excited about the future for Sagebrush and NextPath. We are
through our development period and are transitioning into the marketing and
production phase, using commonly-designed components. This will allow us to
deliver a quality product on time, while carefully monitoring our component and
production costs.
These projections are forward-looking statements. They are based on our current
expectations, but they involve future risks and uncertainties that could cause
actual results to differ materially.
NextPath Environmental Services (NESI)
Good morning, my name is Richard Lewis. I am President of NextPath Environmental
Services, Inc. (NESI) based in Pocatello, Idaho. In August of this year, all of
NextPath environmental and energy activities were consolidated under NESI. This
way we have better control over the implementation of our business plan, sales
and marketing, and the necessary financial controls.
The primary business of NESI is to produce ENERGY from waste products. We offer
real solutions to some of the world's waste management and environmental
problems by converting the waste into usable energy. There are currently three
ways in which NESI is meeting this business objective. First: NESI is recovering
oil and other petroleum product through oil-water separation and filtration
systems; Second: NESI is gasifying waste to produce electricity and heat; Third:
NESI is using waste products to feed algae which produce a biodiesel fuel and a
number of valuable side products. Let me expand a little more on each of these
areas.
Oil Recovery:
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There are hundreds of sites around the country that have contamination from
petroleum products. A large percentage of the aquifers around the country have
gasoline or diesel floating on top of the aquifer. Petroleum spills over the
years have contaminated large amounts of soil. Sumps from service stations, car
washes, mechanic shops, etc. collect solids that are contaminated with oil. As a
country we have only scratched the surface in terms of solving all of these
problems. NESI has developed turnkey systems that address many of the oil
recovery problems facing our country. We have recently sold 4 of these systems
to PEMEX in Mexico. Three of the systems have shipped and the 4th will ship this
month. We are just now beginning the marketing of these systems to others. NESI
has developed a modular system that will handle solid material, sumps and sludge
as well as liquids. This system is in the final testing stages and marketing of
this system is just now beginning.
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Waste-to-energy:
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NESI has signed a license arrangement with Thermogenics, Inc., a licensor of
gasification technology. This technology converts municipal solid waste, refuse
derived fuel, tires, biomass, sludge - almost anything organic, and gasifies
about 90% of the waste into a usable gas. The remaining 10% is ash. The gas can
then be used to fire a boiler to produce heat or it can be used to turn a
turbine that will produce electricity.
Gasification has been used since the 1800's. The old gas lanterns burned fuel
from early gasification processes. Early gasification processes, however, were
not economical. For many years landfills and others have incinerated municipal
solid waste and other waste products. In recent years, however, the incinerators
have come under fire because of their environmental impact. Consequently
gasification technologies have resurfaced. A significant amount of effort and
research has taken place on gasification processes. Besides being economical,
gasifiers are also environmentally friendly. Modern gasification technology has
captured a significant interest in recent years because it is now cost
competitive and because it is environmentally friendly. NESI markets what it
believes to be the premier technology currently available. Our systems can
process 25 - 1,000 tons per day of waste and produce a clean gas.
The gas can be used for many applications. We can use the gas to fire a boiler
to produce heat. Besides the conventional uses for heat we can use the heat to
distill water. This is of particular interest to other countries who struggle
with clean water. We can produce pure water and, at the same time, eliminate
harmful waste products. The gas is clean enough to fire an engine that produces
electricity or we can fire a conventional gas or steam turbine to produce
electricity. The gas consists of hydrogen, carbon monoxide and methane. We can
use the gas to produce ethanol or methanol.
NESI has just begun the marketing process for its waste-to-energy systems. The
Thermogenics technology is in the final beta testing stages.
Biodiesel:
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Biodiesel is a fuel that has the same characteristics as diesel fuel except that
it is made from various oils instead of petroleum. The current technology makes
biodiesel from used cooking oil, linseed oil, rapeseed oil, palm oil and other
oils. As the world tries to find alternatives to petroleum diesel, more and more
interest is developing for biodiesel. The demand for economical biodiesel, as an
alternative energy source, is growing exponentially. Unfortunately, the
conventional sources of biodiesel will never be able to meet the demand.
Furthermore, the oils used now for biodiesel have other valuable uses. Research
is taking place to develop alternative sources of biodiesel. One of these
alternative sources is algae. There are over 30,000 species of algae. Several of
these species produce a lipid or oil that is classified as a biodiesel. The
nutrient source for these algae is carbon dioxide in large quantities. There are
at least 4 farms in the U.S. that are currently growing algae to produce
biodiesel.
Needful Provisions Inc. has developed a species of algae that can feed off the
nutrients in cow, hog or poultry manure. NESI has a license with NPI for the
commercial application of this technology, along with a number of other
technologies belonging to NPI. Because of this process at least 5 revenue
sources can be generated. First, the manure solids that are left after taking
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out the nutrients can be composted into a valuable, marketable fertilizer.
Second, the algae grow in long raceways or troughs. Zooplankton grows in the
raceways as well and competes against the algae. Plankton eating fish such as
paddle fish can be grown that will selectively eat the plankton and not the
algae. The fish provide a second source of revenue. Third, the algae produce
about 50- 60% lipids or biodiesel. Fourth, the algae hulls contain high value
phytonutrients, anti-oxidants and other products that can be extracted and sold.
Fifth, the remaining algae solids are high in protein and make an excellent
animal feed.
The funding for the biodiesel development is being done primarily by NPI through
assistance from government grants. NPI is in the final stages of completing a
facility in Oklahoma to produce the algae, develop the lipid and nutrient
extraction processes and certify the fuel with the National Renewable Energy
Laboratory. This technology is still in the developmental stage and will require
at least 6-10 months for the certification process to be completed. Once the
development is complete, NESI will begin the commercial development of the
process. There are tremendous advantages to the technology being developed. The
process will produce fertilizer, fuel, fish, high value nutrients, and high
protein animal feed. All of this will be accomplished while providing viable
solutions to resolving serious global waste product problems.
Where are we now?
----------------
We are currently marketing the oil-water separation systems ranging in price
from $50,000 -$600,000.
We are beginning to market our gasification products. A fully installed
gasification system has a value ranging from $7-million to as much as
$100-million.
We have several serious proposals for oil-water separation units and
gasification projects already on the table, and our sales program is actively
pursuing more.
NESI is focusing on developing projects and products that it can market to other
people. This is somewhat different than the original business plan of NextPath,
which was to own and operate waste-to-energy plants and other "green" projects.
We believe that there are significant future opportunities for NESI. The energy
and environmental problems facing our society are real and NESI has developed,
and will continue to develop, viable solutions to many of them.
These projections are forward-looking statements. They are based on our current
expectations, but they involve future risks and uncertainties that could cause
actual results to differ materially.
Essentia Water
Good Morning
I am Jim Tonkin, President and Chief Executive of Essentia Water. It is my
pleasure to share some remarks about our corporate philosophy, product
portfolio, marketing focus, certain milestones achieved, and our current
strategies for success.
The manufacturing premise to produce high alkaline electrolyte enhanced water
are both unique and without competition. A company was formed originally known
as Global Water Technologies in 1997 by Chairman, President and CEO of NextPath
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Technologies, Ken Uptain. As Chief Executive of Global, Mr. Uptain developed the
technology and invested in a branding strategy that yielded Essentia, and the
eventual formation in June 1999 of Essentia Water Inc. As the sales and
marketing effort grew steadily, it became clear that in order to meet the
short-term growth objectives and long term viability, additional investment was
needed. Therefore, Mr. Uptain hired additional management and sought capital
partners. NextPath Technologies became Essentia's parent in January 2000.
Essentia Water is a unique, non-source dependent, bottled water created through
a proprietary micro-process. The non-source dependency claim is key to
understanding the real initial value proposition of Essentia.
Given the state of environmental and ecco-instability, the available potable
water supply is dwindling and the contamination and often times skirted FDA
mandated conformity of ground water to government regulation by spring water
bottlers, the ability of Essentia Water to employ its technology on any given
influent water supply, including for instance, unacceptable spring, river, lake
and yes even municipal water, and produce a "high tech" purified water is
unmatched. Essentia also believes that with the decline of available water
sources pure enough to drink without disinfection or purification, some time
soon a major swing by consumers worldwide will move in the direction of ONLY
purified sources.
Essentia goes to great effort in order to produce value added potable water
meeting our standards including: pre-filtration, reverse osmosis, ozonation,
electrolyte mineral infusion and Ionic Separation. Explaining further, Essentia
filtration standards require super purification through reverse osmosis to yield
99.9% purity.
Once purified, a bio-available (water soluble) electrolyte formulation is
infused into the water and processed with proprietary Ionic Separation
technology. Ionic Separation by design, increases the alkalinity to a
predetermined pH, either alkaline or acidic, using a process more commonly known
as electrolysis. By the way, the pH of Essentia Water at 9.5 is structured to be
significantly higher than any other bottled water.
The high pH of Essentia Water is confirmed by customers constantly who
experience indigestion or acid reflux. The mild alkalinity and pH 9.5 helps
neutralize the acidic stomach condition caused by food and beverage, acidic by
nature, and a major part of the American diet today. Couple the electrolyte
infusion, which adds nutrient value for the cells, with the higher alkalinity,
the result is a value-added enhanced bottled water unmatched in the retail arena
in the U.S. today! Given the uniqueness of our finished beverage, and the growth
in the bottled water industry over the last decade, we produce in 3 sizes, 20oz.
sport cap, 1.0 liter and 1.5 liter, matching the typical competitive retail
packages available in the market domestically today.
Let me share some vital statistics to illuminate more about the bottled water
industry. My presentation is available for those interested, so please don't get
lost in these ratios. 1999 Beverage World data shows that bottled water
wholesale sales rose to $4.9 billion from $4.3 billion. Retail sales dollars
almost reached $6 billion, up from $5.2 billion. The increases were about 12%
respectively. Given the entire beverage category was flat in 1999 except bottled
water, these healthy growth trends are encouraging. Further, total gallons sold
exceed 4.2 billion over 3.7 billion a year earlier. Again, over an 11% increase.
Lastly and perhaps most important is the per capita consumption growth which
rose to 15.5 gallons from about 14 gallons in `98, with expectations in 2000 at
almost 17 gallons.
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To summarize, the bottled water industry growth in '99 was 12.5% leading all
beverage categories considered including soft drinks, fruit beverages, ready to
drink teas, spirits, sports drinks, beer and wine. The total share of beverage
gallonage for bottled water is about 13%, behind only beer and soft drinks in
consumption. Considering beer at about 19%, bottled water is fast approaching
equality as a beverage of choice.
Considering the downturn in consumption of carbonated soft drinks in favor of
new age and or alternative beverages including bottled water, one could conclude
that bottled water is growing at the expense of soft drinks and alcoholic
beverages. This would substantiate the stampede occurring as we speak, to buy
Gatorade by Quaker. Pepsi offered over $14 billion 10 days ago, and industry
analysts are predicting it will sell for over $18 billion. The point here is
that they are a brand marketing oriented company who built a brand by principle,
advertising and value-added premises.
It is worth noting as well, that with Coca Cola and Pepsi now competing in the
water business, niche' products have the greatest chance for success. The
success of SoBe and Snapple support my premise earlier and the change in
consumer buying habits from carbonated and sweetened non-natural beverages, to
value-added, upscale, natural and `healthy' oriented concoctions. Essentia Water
is poised to take advantage of this trend to meet the baby boomer, Gen X and Gen
Y purchaser's demands.
To that end, as we have guided Essentia Water to become the fastest growing
`enhanced' water in the natural and health industry, we believe strongly that a
much larger audience than the natural consumer awaits our marketing and
distribution effort.
We will move to facilitate sales to the traditional more lucrative and volume
oriented channels such as: grocery, mass merchandise, drug, military and
convenience in 2001. Our brand has proven its' performance with a stunning 458%
increase in 2000 over 1999 in "same store sales", tracked by industry leader
SPINS-ACNielson data-tracking. They are the industry source for scanned retail
product sales in all food and non-food categories at retail. SPINS also shows
that Essentia has triumphed as the leader in the enhanced water category.
Essentia is ranked 13th out of 205 bottled waters, and has garnered 40% share of
the enhanced segment. Essentia currently sells its products through over 25
national and regional distributors, who are our customers. Through these
distributors, we are able to reach over 80% of the available natural and health
stores in the U.S. Therefore, it is imperative that we grow our branded presence
in other retail venues to achieve greater profit potential and brand equity for
our shareholders.
As we explore ways to grow our business, we have invested research and
development efforts to produce offshoot and innovative product types, using
water as the base and in some cases the delivery system.
As an example Essentia just released the first new product in our growing
portfolio called AQUESS, a water-soluble fiber beverage. We have teamed with
Matsutani Chemical Company from Japan and Archer Daniels Midland, using their
patented milled-fiber called Fibersol 2, combining the benefits of drinking
water while gaining 20% of the Recommended Daily Index of fiber in a 16 oz.
bottle. After exhaustive retail sampling, we concluded AQUESS is a product of
perfect formulation to assist consumers, particularly women over 35, while
easing the effects of constipation from aging and changing hormonal balance in
the body.
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Maintaining a healthy cardiovascular system, healthy blood glucose levels and
lower cholesterol and triglyceride levels are additional benefits of AQUESS,
when consumed regularly.
The product is surprisingly clear and packaged in an innovative full shrink
sleeve labeled half liter PET bottle for convenience and rapid consumption.
AQUESS has just been authorized by 7-Eleven as one of only a handful of new
products to be featured on their shelves in 2001. The 7-11 authorization
symbolizes both the timeliness and perceived uniqueness of AQUESS with the
introduction to other than natural and health markets for Essentia as a company.
We plan to continue pursuing additional channels of both distribution and
retail, in order to grow the national brand dominance of Essentia Water. The
revenues from these predicted higher volume channels will enhance the
profitability and equity of the company.
Essentia has developed, in addition to enhanced water under the brand profile,
other private label waters. Examples are the PETsMART `Shareables' drinking
water, employing a detachable drinking cup from the bottom of a 1.0 liter
bottle, for human and pet consumption for people and pets on the go! We have
also developed enhanced waters for the Bon Marche' and Macy's West, 2 of 9
department store flagships of the Federated Group.
In summary, we are poised to grow through: new placement and outlet marketing;
new distribution in non-natural channels; new product development; and
eventually Internationally. We have calculated, given the AQUESS introduction,
expanded distribution and retail sales channel broadening, revenues should
improve significantly by year-end 2001. We also have allocated a larger portion
of our marketing budget towards event marketing, public relations and consumer
advertising. The management team of Essentia Water is seasoned both in and
outside of the beverage industry.
We have coupled extensive experience with varied disciplines in order to round
out a cohesive group that works well together guided by the brand strategy and
principles employed early on in our development directed by noted author,
lecturer and brand strategist, Duane Knapp. His book, The Brand Mindset, gives
anyone viewing our company from the outside, a real insight into our management
objectives, motivation and mission which simply is to develop a premier
international bottled water brand, while creating and marketing `premium waters'
that optimize consumer health.
Our corporate vision stems from the following: Essentia Water is `non-source'
dependent bottler, leveraging that advantage to produce and sell premium waters
while maintaining geographic proximity to distributors from production, to
facilitate shipments to retail, in order to maximize customer satisfaction,
profit and brand equity!
Employing this vision and strategy will grow the equity position of Essentia in
the marketplace, creating added value for shareholders while eventually
providing opportunity to consume our products around the world.
For anyone interested, may I invite you to sample Essentia Water or AQUESS. Feel
free to take any point of sale literature with you, including our technical
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document espousing the features and benefits of Essentia Water with medical and
anecdotal comments, or visit www.essentiawater.com.
Thank you for your interest in Essentia Water and our future with NextPath!
These projections are forward-looking statements. They are based on our current
expectations, but they involve future risks and uncertainties that could cause
actual results to differ materially.
Commonly Asked Investor Relations Questions
Q. What are restricted shares, and are my voting rights also restricted?
A. Restricted shares contain a legend that effects the rights and interests
of the holders of those shares. All currently issued restricted shares
of NextPath Technologies have voting rights.
Q. I anticipated my shares would be unrestricted months ago. They are still
restricted. Why?
A. Typically, removing restrictions from shares is accomplished through the
filing of an SEC S-1 Registration, which requires SEC approval prior to
becoming effective. This process normally takes 90 or more days to
complete. NextPath filed an S-1 registration on July 31, 2000. As of
this time, SEC approval has not been received. At the present time, we
have no indication as to when that approval might be received.
Q. Will my restricted shares be included in this registration?
A. Shareholders excluded from this registration have been notified.
Q. Is the S-1 Registration the only way I can lift the restrictions on my
shares?
A. No, you may also submit a SEC Form 144, along with a letter from your
attorney expressing his/her legal opinion that you are entitled to sell
your shares subject to a 144 exemption.
Q. Who pays for this legal opinion?
A. That is the responsibility of the shareholder filing the Form 144.
Q. Once approved, what is the process for removing the restricted legend
from my shares?
A. You will receive a written request by the company to tender your stock
certificates (bearing the restricted legend) to the Company's
independent Transfer Agent. Tendered certificates will be replaced by
the Transfer Agent with new certificates.
Stock Performance:
Q. Why has the share price dropped so dramatically in such a short time?
A. Any answer to this question is highly speculative. There is no one
particular reason solely responsible for the dramatic drop in our stock
price. However, the conclusion is inescapable. Events have transpired in
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the history of this company which have eroded investor confidence.
Additionally, since the summer of this year 2000, the Over the Counter
Market, and technology stocks in particular, also showed significant
declines.
Q. Where do you see the share price going in the future?
Many factors will affect the share price, both negatively and positively
in the future. Clearly, the company needs to bring back investor
confidence by enhancing share value.
Division Performance:
Q. Why don't we get any reports on the performance of US Certified Letters?
A. USCL is a privately held company, of which NextPath owns 20%. As a
minority shareholder of a privately held company, NextPath has no right
or authority to disclose any information we might have regarding their
business activities.
Q. What is happening with Global Certified Mail?
A. NextPath owns 80% of Global Certified Mail, with the processing and mail
handling to be performed by USCL. Management's plans for Global
Certified Mail are being formulated pending successful US market
penetration by USCL.
Q. We have heard a lot about LaserWireless' future. When will they start
shipping product?
A. LaserWireless is in the final stages of obtaining written confirmation
of desired certifications for LB155. Management has indicated that
product shipments are anticipated to begin during first-quarter 2001.
Q. What happened to NESI in the third quarter? Lewis looked like a very
promising acquisition with several million dollars in sales per quarter.
However, third-quarter sales were only $492,000.
A. Lewis Mechanical was acquired to implement the Next Path Environmental
Services (NESI) business plan. There was a transition period to
consolidate all NESI activities, formulate a revised business strategy,
and continue product development. Some of NESI's development stage
technologies have now concluded beta testing and are ready for market
entry. Bids and proposals have also been submitted for a number of third
party projects.
Q. What happened to the Mobile Chemical Agent Detection (MCAD) system which
Sagebrush announced was being undertaken with Litton Systems?
A. Preliminary reports indicate the tests went well, and we are hopeful
orders will be forth coming from Litton.
Q. Why hasn't Essentia Water been reporting a profit?
A. Essentia has focused its efforts toward developing a national brand
(which is an integral part of its long term strategy). The scope of
target market penetration has been expanding from principally West Coast
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outlets to nationwide and Canada. Costs to expand the marketplace have
been significant. NextPath has consistently indicated Essentia does not
anticipate reporting a profit in the near future.
Q. Where does management see the future for NextPath in the coming year?
A. NextPath management has confidence in all 4 of our product groups. We
have potentially significant business transactions pending in many
areas.
Q. The third-quarter 10-Q says you have enough funds available to last
another four months. That means NextPath will be out of money by the end
of January 2001. What are you doing to raise additional funds?
A. Liquidity and Capital Resources is a common section in 10-Q reports. We
are actively engaged in negotiations with debt and equity sources.
Other Items:
Q. Why is NextPath suing its largest shareholder WOW, and Steve Martin?
A. It is NextPath's policy not to comment on pending litigation.
Q. Why have their been so many management changes within NextPath?
A. NextPath is a development-stage company. As is common with development
stage companies, most aspects of research, production, and management
are constantly in a fluid state. During this stage of a company's
development, significant and frequent management changes are not
uncommon.
Q. When does NextPath anticipate hiring a public relations/investor
relations firm?
A. Discussions are ongoing. The plan for an overall public relations (PR) /
investor relations (IR) effort is being reviewed monthly. Based on
conversations with, and advice from, PR / IR firms, the Board has
determined the expense of engaging such a firm is not cost justified
until such time as there is closure on certain key issues, such as the
ongoing SEC investigation.
If you have additional questions please e-mail them to:
[email protected]
------------------------------------
or Fax them to: (602) 224-9284.
We will publish available responses on a periodic basis for distribution to all
shareholders.
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15
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/ Kenneth Uptain
----------------------------------------
Kenneth Uptain, President, CEO
Date: December 5, 2000
