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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
January 21, 2000
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 January 21, 2000, NextPath closed its acquisition of Essentia Water, Inc., a
Washington water bottling company ("Essentia/Washington"). It was accomplished
through a forward triangular merger by which Essentia/Washington merged into
Essentia Water, Inc., a Delaware corporation wholly owned by NextPath
("Essentia"). The surviving corporation is Essentia.
Kenneth L. Uptain, founder, sole shareholder, and former Chief Executive Officer
of Essentia/Washington, has executed a consulting agreement with Essentia to
continue as Chief Executive Officer. The remaining management and employee team
of Essentia/Washington are now those of Essentia/Delaware. The principal place
of business of Essentia will remain in Woodinville.
The merger consideration paid by NextPath to Mr. Uptain consisted of $8,000,000
worth of NextPath restricted common stock with piggy-back registration rights
(612,225 shares), including 26,435 shares of NextPath stock that are being set
aside for vested stock options that are being assumed by NextPath. The value of
the shares was based upon the average of bid and ask closing prices of
NextPath's common stock on the OTCBB over the thirty trading days
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beginning December 3, 1999 and ending January 14, 2000, less a discount of
thirty percent reflecting the restricted nature of the stock. VentureNow!, Inc.
acted as financial advisor to Essentia/Washington in the transaction.
Essentia is engaged in the business of developing, manufacturing, packaging, and
marketing bottled alkaline and electrolyte enhanced premium water products with
health and hydration benefits. Essentia Water is initially pre-filtered and
purified using reverse osmosis and ozonation to achieve 99.9% purity. A
bio-available electrolyte formulation of bicarbonate, magnesium, potassium,
sodium and calcium is added and the water is then processed using Essentia's
ionic separation technology to increase its alkalinity to assist in balancing
the acidic nature of American diets and to aid in producing a smooth taste.
Bottled in 20 oz., 1.0 liter and 1.5 liter recyclable plastic bottles, Essentia
water is distributed through natural/health food and retail grocery channels
(natural sets only) throughout the United States. In addition to manufacturing
bottled water products under its own name, Essentia bottles under private labels
such as Wild Water(TM) for Wild Oats Community Markets, the second largest
national chain of health food stores; BonH2O(TM) for The Bon Marche, a flagship
brand of Federated Department Stores, and Petsmart.
Essentia's products have been featured in such well known magazines as U.S. News
& World Report (November, 1997), Men's Health and Fitness (October, 1997),
Country Living's Healthy Living (May, 1998), and Beverage Industry and Natural
Home (May, 1999). The company plans to gain even broader national presence in
selected retail, health food, mass merchandiser and food service locations.
More information on Essentia can be found at www.essentiawater.com.
A press release regarding NextPath's acquisition of Essentia/Washington was
issued by NextPath on January 24, 2000.
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.
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 _________________________________
James R. Ladd, President
Date: February 2, 2000
