SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 12, 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)
NextPath Technologies, Inc. (the "Company') hereby amends Item 1 of its
Current Report on Form 8-K dated November 12, 1999 to read in its entirety as
follows:
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated as of November 11, 1999 between Epilogue Corporation, a Delaware
corporation ("Epilogue"), and NextPath Technologies, Inc., a Nevada corporation
("NextPath" or the "Company"), all the outstanding shares of common stock of
Epilogue were exchanged for 150,000 shares of common stock of NextPath in a
transaction in which NextPath was the surviving company.
The Merger Agreement was adopted by the unanimous consent of the Board of
Directors of Epilogue and approved by the unanimous consent of the shareholders
of Epilogue on November 11, 1999. The Merger Agreement was adopted by the
unanimous consent of the Board of Directors of NextPath on November 11, 1999.
Prior to the merger, Epilogue had 5,000,000 shares of common stock
outstanding which shares were exchanged for 150,000 shares of common stock of
NextPath. By virtue of the merger, NextPath acquired 100% of the issued and
outstanding common stock of Epilogue.
The officers of NextPath will continue as officers of the successor issuer.
See "Management" below. The officers, directors, and by-laws of NextPath will
continue without change as the officers, directors, and by-laws of the successor
issuer.
A copy of the Merger Agreement is filed as an exhibit to this Form 8-K and
is incorporated in its entirety herein. The foregoing description is modified
by such reference.
(b) The following table contains information regarding the shareholdings
of NextPath's current directors and executive officers and those persons or
entities who beneficially own more than 5% of its common stock (giving effect to
the exercise of the warrants held by each such person or entity):
Amount of Common Percent of
Stock Beneficially Common Stock
Name Owned Beneficially Owned (1)
- --------------------------------- ------------------ -----------------------
James R. Ladd 2,613,000 7%
President, Chief Executive
Officer, Treasurer and Director
David A. Nuttle 500,000(2) 1.7%
Director
Frederic F. Wolfer, Jr. 100,000 *
Vice President and Secretary
Douglas A. McClain 1,583,000 5.3%
Director
W.O.W. Consulting Group (3) 4,492,192 15%
All directors and 4,796,000 16%
executive officers as
a group (4 persons)
* Less than 1% percent
- ------------------------------------
(1) Based upon 29,972,031 outstanding shares of common stock (subsequent to
the effectiveness of the merger).
(2) The 500,000 shares are owned by Needful Provisions, Inc., a non-profit
organization, of which Mr. Nuttle is the owner and deemed to be the
beneficial owner of the shares owned by it.
(3) Not affiliated with any officer or director of NextPath.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to Current Report on Form 8-K/A to be
signed on its behalf by the undersigned hereunto duly authorized.
NEXTPATH TECHNOLOGIES, INC.
By /s/ JAMES K. LADD
---------------------------------------------
President, Chief Executive Officer
Date: December 28, 1999