Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
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
EPILOGUE CORPORATION
1504 R Street, N.W.
Washington, D.C. 20009
(Former name and former address)
Nevada 000-26425 84-1402416
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
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.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Merger Agreement
was negotiated between Epilogue and NextPath.
In evaluating NextPath as a candidate for the proposed merger,
Epilogue used criteria such as the value of the assets of NextPath and its
subsidiaries, the anticipated operations and acquisitions, material contracts,
business name and reputation, quality of management, and current and
anticipated operations. Epilogue determined that the consideration for the
merger was reasonable.
(b) NextPath intends to continue to develop its business focusing on
renewable food production systems and waste disposal, precision
technologies and Internet and e-commerce areas with active acquisition
strategies.
BUSINESS
NextPath was incorporated in Nevada on April 30, 1997 under the
name Peak Development, Inc. which was changed to FSC Holdings, Inc.
on May 7, 1997. On January 27, 1998, Compact Power International, Inc.
merged into the Company and the Company changed its name to Hyperion
Technologies, Inc. which was subsequently changed to NextPath
Technologies, Inc. on July 23, 1999.
The Company is a development stage company designed to serve as
a holding company that identifies, acquires, operates and manages state-of-
the-art technology companies which have the potential to capture specific
market niches. NextPath anticipates that it will work closely with its
subsidiaries in management, operations, and finances to build value in
preparation for possible future spin-offs.
NextPath has six wholly-owned subsidiaries of which one is
operating. The five non-operating subsidiaries have been created by
NextPath to merge with acquisition companies. Laser Wireless, Inc.,
discussed below, is the operating subsidiary.
ACQUISITION CRITERIA
NextPath intends to target existing private companies that it
perceives to have the following characteristics:
State-of-the-art technologies that are already in the market or require
little research and development investment to become market ready;
Strong growth potential with improved marketing;
Compatible or complementary technology with the technologies of
at least one other company owned or to be acquired by NextPath.
TARGETED MARKET SECTORS
NextPath has designed its business plan to pursue acquisitions,
licenses, franchises and corporate strategic alliances that will enable it to
participate in three main market sectors: (1) precision technology, (2)
Internet/E-commerce, and (3) environmental and agricultural.
CURRENT AND ANTICIPATED ACQUISITIONS
PRECISION TECHNOLOGY GROUP
On October 18, 1999, NextPath acquired Laser Wireless, Inc, a
Pennsylvania company, as a wholly-owned subsidiary engaged in the
business of designing and manufacturing a wireless laser communication
technology which can transmit video, voice, and data through the
atmosphere on a beam of light for distances up to 2.5 kilometers. This
capability offers a solution for private communications where a leased line
cannot be used such as property separated by physical barriers (rivers,
highways, parking lots, etc.) which prevent the use of conventional cables.
Laser Wireless system is DC powered which will enable battery or
solar cell operation. The Laser Wireless system features automatic beam
steering which provides automatic adjustment of shifts in the laser beam
alignment due to changes in atmospheric temperatures causing expansion
and contraction of buildings and poles on which the system is mounted.
NextPath is finalizing negotiations to acquire two additional
companies in the precision technology field.
One company, a New Mexico company located in Albuquerque,
New Mexico, is an advanced technology company providing custom real-
time motion control and electronic solutions which expertise includes
gimbals (positioning devices), camera and electro-optical system design,
embedded software development and system engineering and development.
It serves a diverse customer base providing systems ranging from
commercial helicopter airborne camera mounts to space-qualified control
electronics. NextPath anticipates acquiring this company as a wholly-
owned subsidiary and anticipates finalization of the acquisition within the
next several weeks. NextPath is finalizing the financing of this acquisition
through outside sources. Until completed, there is a possibility that the
acquisition will not be closed.
NextPath is finalizing the acquisition of a New Mexico engineering
and manufacturing company specializing in providing innovative solutions
primarily based on its patented technology for rotary drive systems used in
military, industrial, aerospace, medical and research areas for such
applications as positioning antennas and rotating large observatory
telescopes. Antenna positioners are the devices that point antennas at a
target. Portable antennas such as those used by the military, space craft or
television crews require positioners that can lay the antenna flat during
transit and then accurately point it at the target. To keep an antenna
correctly pointed the positioner must be extremely stiff. NextPath believes
that this company's patented rotary drive provides the stiffest drive on the
market. This company also produces and sells other products including a
20 lb. capacity tilt gimbal. NextPath anticipates acquiring this company as a
wholly-owned subsidiary and anticipates finalization of the acquisition
within the next several weeks. NextPath is finalizing the financing of this
acquisition through outside sources. Until completed, there is a possibility
that the acquisition will not be closed.
There is no assurance that NextPath will finalize these or any
negotiations or will complete an acquisition or other business combination
for these companies or any other company.
INTERNET AND E-COMMERCE GROUP
NextPath is in discussions with several companies that, if acquired,
will form the nucleus of its Internet and e-commerce group.
NextPath has entered into a preliminary agreement with Universal
Systems Solutions, Inc. ("USSI") to acquire up to 30% of its outstanding
shares. USSI is developing Global Certified Mail ("GCM"), an on-line
certified mail system providing customers with certified mail capabilities
directly over the Internet. The customer inputs correspondence on the
GCM website, GCM prints the letter, automatically produces the required
certification and return-receipt forms and mails the letter. NextPath
believes that USSI is the only private company certified and approved by
the U.S. Postal Service to offer certified mail services
NextPath is in discussions to acquire a company which designs and
implements Intranets, which are closed networks within a client company,
and Extranets, which are private networks between or among a limited
number of companies. These Internet, Intranet and Extranet services may
include interactive Web-based finance and accounting software, human
resources and sales automation functions. NextPath has entered into a
preliminary agreement for the acquisition of this company.
There is no assurance that NextPath will finalize these or any
negotiations or will close an acquisition or other business combination for
this company or any other company. NextPath utilizes cash and/or its own
securities to finance the acquisition. In transactions in which NextPath
agrees to acquire a company for cash, it will have to locate financing from
third-party sources such as banks or other lending sources or it will have to
raise cash through the sale of its securities. There is no assurance that such
funding will be available to NextPath when required to close a transaction
or if available on terms acceptable to NextPath.
ENVIRONMENTAL TECHNOLOGIES AND VENTURES
Through the acquisition of one of more companies, NextPath
intends to be engaged in environmental clean-up operations, organic
farming, and the use and development of renewable fuels by developing
MicroEconomic Systems ("MES"). An MES will convert undesirable
environmental pollutants such as PCBs, hospital wastes, tires, municipal
wastes and sewage, into steam for heating and cooling an integrated
greenhouse which is used to grow organic vegetables, herbs, algae,
fertilizer, fish farms and other agricultural and aquacultural products. An
MES is expected to be productive year-round and not be seasonal in nature.
NextPath has had preliminary discussions with companies in this field.
OTHER BUSINESSES
The Company also holds 1,000 shares of non-voting Series A
Preferred Stock of United Paper, Inc., a Texas corporation, an independent
paper distributor to newspapers, publishing companies, and other paper
users. Each share of Series A Preferred Stock has the right to priority
mandatory cumulative dividends of $120 per year.
RELATED TRANSACTIONS
One of more of the officers, directors or shareholders of an
acquisition company may be affiliated with or an officer or director of
NextPath. The Company does not have a policy against acquiring a
company affiliated with any of its officers or directors.
BUSINESS STRATEGY
NextPath anticipates that it will acquire several companies in each of
its designated areas. NextPath will acquire such companies through
exchange of securities and/or cash. NextPath intends to raise the funds
required for its anticipated acquisitions through the sale of its securities
or through borrowings from banks or other financial institutions. NextPath
does not have any agreements or arrangements for such borrowing and
there is no assurance that funds will be available when required for a
potential acquisition.
In formulating its business strategies, NextPath has utilized the
services of International Profit Associates ("IPA"), which provides
management development, valuation and consultation services to over
70,000 companies worldwide. IPA is assisting NextPath in a wide range of
activities including evaluating potential acquisitions to securing financing.
NextPath anticipates that IPA will be actively involved in developing the
corporate infrastructure for NextPath after the acquisitions are complete.
COMPETITION
NextPath anticipates that it will primarily acquire companies that are
in the developmental or active growth phase which companies will likely
face strong competition in their respective markets from larger, more well-
financed or more-established companies. There is no assurance that any
company that NextPath acquires will be able to successful compete with
such companies.
PATENTS AND TRADEMARKS
NextPath has no patents or trademarks but anticipates that one or
more of the companies that it may acquire will have patent protection for
proprietary technology.
EMPLOYEES
The Company has 4 employees.
PROPERTY
NextPath maintains its administrative offices at 114 South Churton
Street, Suite 101, Hillsborough, North Carolina 27278 under a monthly
lease of $1,565 per month for approximately 1,000 square feet.
The Company anticipates that each of the companies that it acquires
as subsidiaries will retain their own administrative offices and production
facilities.
LITIGATION
There is no outstanding litigation in which the Company is involved.
DESCRIPTION OF SECURITIES
The Company has an authorized capitalization of 100,000,000
shares of common stock, $.001 par value per share of which 29,972,031
shares are issued and outstanding and 1,000,000 shares of preferred stock,
$.001 par value per share, of which no shares have been designated or
issued.
MARKET FOR NEXTPATH'S SECURITIES
NextPath has been a non-reporting publicly traded company with
certain of its securities exempt from registration under the Securities Act
of 1933 pursuant to Rules 504 and 506 of Regulation D of the General Rules
and Regulations of the Securities and Exchange Commission. NextPath's
common stock has been quoted on the NASD OTC Bulletin Board
originally under the symbol "HYPE" and since July, 1999, under the
symbol "NPTK". The Nasdaq Stock Market has implemented a change in
its rules requiring all companies trading securities on the NASD OTC
Bulletin Board to become reporting companies under the Securities
Exchange Act of 1934.
The Company was required to become a reporting company by the
close of business on December 15, 1999. NextPath has effected the merger
with Epilogue and has become a successor issuer thereto in order to comply
with the reporting company requirements implemented by the Nasdaq Stock
Market.
The following table represents the average prices for the Company's
common stock for the following periods:
Quarter Ending High Bid Low Bid
June, 1998 $ .50 $ .38
September, 1998 .44 .38
December, 1998 .63 .38
March, 1999 1.00 .44
June, 1999 2.38 .88
September, 1999 7.25 1.86
Bid prices for the OTC Bulletin Board reflect inter-dealer prices, do
not include retail mark-ups, mark-downs and commissions, and do not
necessarily reflect actual transactions.
MANAGEMENT
Name Age Title
James R. Ladd 53 President, Chief
Executive Officer,
Treasurer and Director
David A. Nuttle 63 Director
Frederic F. Wolfer, Jr. 61 Vice President and
Secretary
Douglas A. McClain 48 Director
All directors of the Company hold office until the next annual
meeting of shareholders or until their successors are elected and qualified.
At present, the Company's Bylaws provide for not less than one nor more
than five directors. Currently, there are three directors of the Company.
The Bylaws permit the Board of Directors to fill any vacancy and such
director may serve until the next annual meeting of shareholders or until his
successor is elected and qualified. Officers serve at the discretion of the
Board of Directors.
James R. Ladd has served as the President, Chief Executive Officer,
Treasurer and a director since 1998. From 1996 to 1998, Mr. Ladd
worked as an independent consultant assisting new companies in early
developmental stages. From 1992 to 1996, Mr. Ladd served as Chief
Executive Officer, President and Chairman of Demeter BioTechnologies,
Ltd. (now Demegen, Inc.), a Durham, North Carolina biotechnology
company.
David A. Nuttle has served as a director since 1998. From 1990 to
1997, Mr. Nuttle was self-employed and worked on assorted new
technological inventions and processes. Mr. Nuttle received a Bachelor of
Science degree from Kansas State University in 1958.
Frederic F. Wolfer has served as Vice President and Secretary since
November, 1999. From 1991 to 1998, Mr. Wolfer was founder and served
as Chief Executive Officer of Controlled Environment Technologies, Inc.,
a technology consulting firm. In 1997, Mr. Wolfer served as the Country
Director for Russia at the Citizens Network for Foreign Affairs,
Washington, D.C. Mr. Wolfer received a Bachelor of Arts degree from
University of North Carolina at Chapel Hill in 1960, a Masters of Arts
Degree from Central Washington State University, Ellensburg,
Washington, in 1973, and pursued Ph.D. studies at George Washington
University, Washington, D.C. from 1978 to 1983.
Douglas A. McClain, has served as a director since November,
1999. Since 1997, Mr. McClain has served as a senior executive at IPA
Advisory and Intermediary Services, Buffalo Grove, Illinois. From 1993 to
1997, Mr. McClain served as a private consultant to small businesses.
From 1969 to 1970, Mr. McClain attended the Georgia Institute of
Technology and from 1972 to 1973, Mr. McClain attended the Mount
Royal Theology Seminary, Baltimore, Maryland.
EXECUTIVE COMPENSATION
Mr. Ladd, President and Chief Executive Officer, has not received
any compensation for his services in 1999. No officer or director has
received in excess of $100,000 in compensation in 1999.
RISK FACTORS
NEXTPATH IS CURRENTLY OPERATING AT A LOSS. Until the recent
acquisition of Laser Wireless, Inc., NextPath has had no operations or
revenues and NextPath has borrowed funds or sold its securities to begin its
operations. Its ability to develop operations is dependent upon its ability
to acquire companies for which it will need to raise capital through the
placement of its securities or from other debt or equity financing. If the
Company is not able to raise such financing or to obtain alternative sources
of funding, management will be required to curtail operations. There is no
assurance that the Company will be able to continue to operate if additional
sales cannot be generated.
NEXTPATH HAS A LIMITED OPERATING HISTORY. NextPath has only a
limited history of operations which to date have not been profitable. Its
operations are subject to the risks and competition inherent in the
establishment of a relatively new business enterprise. There can be no
assurance that future operations will be profitable. Revenues and profits,
if any, will depend upon various factors, including market acceptance of its
concepts, market awareness, reliability and acceptance of the Internet,
dependability of its distribution network, and general economic conditions.
There is no assurance that NextPath will achieve its expansion goals and the
failure to achieve such goals would have an adverse impact on it.
POSSIBLE INABILITY TO FINANCE ACQUISITIONS. In transactions in which
NextPath agrees to acquire a company for cash, it will have to locate
financing from third-party sources such as banks or other lending sources or
it will have to raise cash through the sale of its securities. There is no
assurance that such funding will be available to NextPath when required to
close a transaction or if available on terms acceptable to NextPath.
OPERATION OF LASER WIRELESS BUSINESS INVOLVES THE USE OF LASERS.
The Company's subsidiary, Laser Wireless, utilizes lasers. Although the
lasers are of relatively low power and to be located in unpopulated areas
such as rooftops, and the laser devices are marked with "hazard" signs,
there can be no assurance that passersby will not cross the path of a laser,
causing damage to the eyes or causing other health hazards.
UNFORESEEN RISKS OF ACQUIRED COMPANIES. Companies that may be
acquired by NextPath or with which NextPath enters into business
relationships may face competition from more-established or better financed
companies. In addition, any one or more of these companies may produce
or manufacture equipment, technology or other goods that pose inherent
risks in production or operation. It is impossible to foresee these risks
herein, but the Company will consider such risks before entering into any
business combination.
THE COMPANY'S ACQUISITION PROGRAM MAY LEAD TO UNDERTAIN
LIABILITIES. NextPath is currently engaged in an active acquisition program.
Although the Company prudently evaluates all potential acquisitions, the
acquisition of going concerns could potentially lead to the acquisition of the
target company's liabilities, including patent and trademark infringement
claims, product liability claims, breach of contract claims, or shareholder
derivative claims. There can be no assurance that any companies that the
Company acquires are free of potential liabilities.
COMPETITION FROM LARGER AND MORE ESTABLISHED COMPANIES MAY
HAMPER MARKETABILITY. NextPath and its subsidiaries may face intense
competition from similar, more well-established competitors, including
national, regional and local companies possessing substantially greater
financial, marketing, personnel and other resources than NextPath.
NextPath may not be able to market or sell its products if faced with direct
product competition from these larger or more established companies.
PATENTS, TRADEMARK PROTECTION AND PROPRIETARY MARKS.
Notwithstanding any potential registration of patents and certain trade
names with the United States Patent Office and the United States
Trademark Office, there is no assurance that NextPath or its subsidiaries
would be able to enforce against use of any of the proprietary products or
marks of its subsidiaries. There is also no assurance that NextPath will be
able to prevent competitors from using the same or similar products,
names, marks, concepts or appearances of it or its subsidiaries or that it
will have the financial resources necessary to protect its marks against
infringing use.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS' SHARE VALUE. The
Articles of Incorporation as amended of NextPath authorizes the issuance of
100,000,000 shares of common stock. The future issuance of all or part of
the remaining authorized common stock may result in substantial dilution in
the percentage of the Company's common stock held by its then existing
shareholders. Moreover, any common stock issued in the future may be
valued on an arbitrary basis by NextPath. The issuance of the Company's
shares for future services or acquisitions or other corporate actions may
have the effect of diluting the value of the shares held by investors, and
might have an adverse effect on any trading market.
CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES.
NextPath's common stock is traded on the OTC Bulletin Board operated by
Nasdaq under the symbol NPTK. NextPath did not file a registration
statement with the Securities and Exchange Commission and has not been a
reporting company under the Securities Exchange Act of 1934. The
Nasdaq Stock Market has implemented a change in its rules requiring all
companies trading securities on the OTC Bulletin Board to be registered as
a reporting company. The Company was required to become a reporting
company by the close of business on December 15, 1999. NextPath has
effected the merger with Epilogue and has become a successor issuer
thereto in order to comply with the reporting company requirements
implemented by the Nasdaq Stock Market.
PENNY STOCK REGULATION. The Company's common stock may be
deemed a penny stock. Penny stocks generally are equity securities with a
price of less than $5.00 per share other than securities registered on certain
national securities exchanges or quoted on the Nasdaq Stock Market,
provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The
Company's securities may be subject to "penny stock rules" that impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 together with their spouse). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the "penny stock rules" require the delivery, prior to the
transaction, of a disclosure schedule prescribed by the Commission relating
to the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly
statements must be sent disclosing recent price information on the limited
market in penny stocks. Consequently, the "penny stock rules" may restrict
the ability of broker-dealers to sell the Company's securities. The
foregoing required penny stock restrictions will not apply to the Company's
securities if such securities maintain a market price of $5.00 or greater. As
of the date of this report, the trading price of NextPath's common stock is
in excess of $5.00 per share, although there can be no assurance that the
price of the Company's securities will maintain such a level.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many existing
computer programs use only two digits to identify a year in such program's
date field. These programs were designed and developed without
consideration of the impact of the change in the century for which four
digits will be required to accurately report the date. If not corrected, many
computer applications could fail or create erroneous results by or following
the year 2000 (the "Year 2000 problem"). Many of the computer programs
containing such date language problems have been corrected by the
companies or governments operating such programs. Many of the
Company's potential operations are highly dependent on computers and the
Internet. The Company cannot predict with certainty what will be the
effect of the Year 2000 problem on the Internet or electronic commerce.
The Company does not know what steps, if any, have been taken by any of
its potential suppliers in regard to the Year 2000 problems. It is impossible
to predict if the basic utilities serving the Company or suppliers will
continue uninterrupted.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Successor Issuer Election.
Upon effectiveness of the merger, pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange Commission,
NextPath became the successor issuer to Epilogue Corporation for reporting
purposes under the Securities Exchange Act of 1934 and elects to reports
under the Act effective November 12, 1999.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The President and sole director of Epilogue Corporation, James M.
Cassidy, resigned such offices as a result of the merger with NextPath.
The officers and directors of NextPath will continue as the officers and
directors of the successor issuer.
ITEM 7. FINANCIAL STATEMENTS
No financial statements are filed herewith. The Registrant shall file
financial statements by amendment hereto not later than 60 days after the
date that this Current Report on Form 8-K must be filed.
ITEM 8. CHANGE IN FISCAL YEAR
The Company has a December 31 year end.
EXHIBITS
2.1 Agreement and Plan of Merger between Epilogue Corporation and
NextPath Technologies, Inc., dated as of November 11, 1999
3.1* Articles of Incorporation of NextPath Technologies, Inc., as
amended
3.2* By-Laws of NextPath Technologies, Inc.
21.1 List of Subsidiaries of NextPath Technologies, Inc.
24.1* Consent of accountants
27.1* Financial Data Schedule
______
* To be filed by amendment
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/ James Ladd
President,
Chief Executive Officer
Date: November 11, 1999