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
October 27, 2000
Date of Report
(Date of Earliest Event Reported)
NEXTPATH TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
5050 North 40th Street, Suite 340
Phoenix, AZ 85016
(Address of principal executive offices)
602/224-0685
602/912-9595 (fax)
(Registrant's telephone number, including area code)
15100 Central Avenue S.E.
Albuquerque, NM 87192
(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 incorporation File Number) Identification No.)
ITEM 5. OTHER EVENTS
RESIGNATION OF DAVID NUTTLE AND CHARLES GOURD
---------------------------------------------
On October 27, 2000, David Nuttle resigned as a Director of the Company in order
to better focus on the certification and commercialization of
microalgae-biodiesel and other matters.
On October 30, 2000, Charles Gourd resigned as a Director of the Company in
order to better focus on his work for NextPath Environmental Services, Inc. and
other matters.
RESIGNATION OF ROBERT WOODWARD
------------------------------
On November 1, 2000, Robert Woodward resigned as the Company's Chief Financial
Officer. He will continue as a Director of the Company.
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ELECTION OF KARY LEWIS
----------------------
On November 1, 2000, Kary Lewis was elected interim Chief Financial Officer,
Secretary and Treasurer of the Company. Mr. Lewis, a CPA, was employed by
Deloitte & Touche LLP from January, 1986 until June, 1997. Since March, 1997,
Mr. Lewis has been the Vice President and Chief Financial Officer of Lewis
Mechanical and Metalworks, Inc. located in Pocatello, Idaho ("Lewis
Mechanical"). On August 4, 2000, the Company purchased the assets of the
Industrial Division of Lewis Mechanical. Mr. Lewis is also the Vice President
and Chief Financial Officer of NextPath Environmental Services, Inc., a wholly
owned subsidiary of the Company, into which the assets of the Industrial
Division of Lewis Mechanical were transferred as a result of the acquisition.
Mr. Lewis graduated from Brigham Young University with a Bachelor of Science
(Accounting) and a Masters of Taxation in 1985.
RELOCATION OF EXECUTIVE OFFICES
-------------------------------
Effective November 1, 2000, the Company's executive offices were relocated from
Albuquerque, New Mexico to Phoenix, Arizona. The corporate offices are now
located at 5050 North 40th Street, Suite 340, Phoenix, AZ 85016; telephone
602/224-0685; facsimile 602/912-9595.
ELECTION OF KENNETH UPTAIN UPON RESIGNATION OF JAMES WILSON
-----------------------------------------------------------
On November 9, 2000, Kenneth Uptain, the Company's Chairman of the Board, became
the Company's President and Chief Executive Officer replacing James Wilson who
resigned as President, Chief Executive Officer and a Director on November 4,
2000 for personal reasons. Mr. Uptain will remain Chairman of the Board.
ANNUAL MEETING
--------------
The Annual Meeting of Shareholders will be 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. Additional information will
be provided to the shareholders.
EXCHANGE ACT FILINGS BY STEVEN W. MARTIN AND W.O.W. CONSULTING GROUP
--------------------------------------------------------------------
On August 23, 2000, Steven W. Martin and W.O.W. Consulting Group filed a
Schedule 13D with the Securities and Exchange Commission in which they reported
that as of July 12, 1999, they beneficially owned 6,467,877 shares of the
Company's Common Stock. They also reported that 6,267,877 of the shares were
received for consulting services rendered.
On October 4, 2000, Steven W. Martin and W.O.W. Consulting Group filed a
Schedule 13D/A with the Securities and Exchange Commission in which they
reported that as of November 11, 1999, they beneficially owned 8,367,877 shares
of the Company's Common Stock. Mr. Martin and W.O.W. Consulting Group reported
that of the 8,367,877 shares, 6,467,877 shares were those reported on the
Schedule 13D filed August 23, 2000, and 1,900,000 shares were shares "which the
Company has issued to W.O.W. Consulting Group, but for which a stock certificate
has not been issued to W.O.W. Consulting Group."
2
<PAGE>
On October 4, 2000, W.O.W. Consulting Group filed a Form 3 Initial Statement of
Beneficial Ownership with the Securities and Exchange Commission in which it
reported that as of November 11, 1999, it beneficially owned 8,367,877 shares of
the Company's Common Stock.
The Company disputes that Mr. Martin and W.O.W. Consulting Group, as the case
may be, are entitled to the 8,367,877 shares for which they claim beneficial
ownership.
The Company is the plaintiff in NextPath Technologies, Inc. v. Steven W. Martin,
d/b/a W.O.W. Consulting Group, Case No. CJ-2000-7898 in the District Court of
Oklahoma County, State of Oklahoma, filed October 27, 2000. This is an action
for declaratory judgment brought by the Company for the purpose of determining
the duties and obligations of the Company with regard to a Consulting Agreement
the Company entered into with W.O.W. Consulting Group, for breach of contract,
and for rescission and cancellation of promissory notes of the Company held by
the defendants. The Company alleges that without authorization of its Board of
Directors, the defendant has been wrongfully issued 9,300,000 shares of the
unregistered and restricted common stock of the Company having a market value at
the date of issue of $84,293,750.00, as a retainer, for work alleged to have
been performed and to be performed on behalf of the Company under the Consulting
Agreement. The Company also alleges that if the defendant did any work on behalf
of the Company, which the Company denies, it was not worth the value of the
stock issued to the defendant. The Company also alleges that any and all
promissory notes of the Company held by the defendant are null and void and
unenforceable and should be rescinded and cancelled.
OTHER LEGAL PROCEEDINGS
-----------------------
The Company is the plaintiff in the case of NextPath Technologies, Inc.
v. James R. Ladd and Douglas A. McClain, Sr., Case No. CJ-2000-7917 in the
District Court of Oklahoma County, State of Oklahoma, filed October 30, 2000.
This is an action for breach of fiduciary duty and seeks actual and punitive
damages. The Company alleges that from January, 1998 to March, 2000, while Mr.
Ladd was the Company's Chairman of the Board and Chief Executive Officer, he
engaged in a regular course of conduct in direct derogation of his fiduciary
duties owed to the Company. The Company also alleges that from November, 1999 to
March, 2000, while Mr. McClain was a director of the Company, he engaged in a
regular course of conduct in direct derogation of his fiduciary duties owed to
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/ Kenneth Uptain
------------------------------------
Kenneth Uptain, President, CEO
Date: November 9, 2000
