SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2002
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission file number 0-22388
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NEXTGEN COMMUNICATIONS CORPORATION
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(Name of Small Business Issuer in Its charter)
Delaware 99-0273889
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
11850 Jones Road, Houston, Texas 77070
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(Address of Principal Executive Offices) (Zip Code)
(281) 970-9859
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(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former
Fiscal Year, if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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The number of shares outstanding of the registrant's common stock, $.001
par value per share, as of April 30, 2002, was 9,271,882 shares.
Transitional Small Business Disclosure Format: Yes No X
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NEXTGEN COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, December 31,
2002 2001
--------- ------------
(unaudited)
ASSETS
Current assets
Cash $ 1,014 $ 2,210
Accounts receivable, net of allowance
for doubtful accounts of $30 -- 639
Costs and earnings in excess of billings -- 226
Note receivable - current portion 326 353
Inventory -- 50
Other current assets 39 41
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Total current assets 1,379 3,519
Restricted cash -- 167
Note receivable, long-term portion 2,019 1,049
Property and equipment, net of accumulated depreciation of $4 and $73 127 470
Goodwill, net of accumulated amortization of $0 and $44 -- 3,465
Other assets -- 2
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TOTAL ASSETS $ 3,525 $ 8,672
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 519 $ 1,851
Billings in excess of costs -- 220
Due to affiliate 1,370 1,370
Deferred revenue -- 63
Notes payable - current portion -- 5
Note payable - stockholder - current portion -- 208
Other current liabilities 27 6
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Total current liabilities 1,916 3,723
Long-term debt - stockholder -- 133
Long-term debt - others 58 11
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Total liabilities 1,974 3,867
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Stockholders' equity
Common stock, $.001 par value, 50,000 shares
authorized 9,271 shares issued and outstanding 9 11
Additional paid-in capital 23,892 26,393
Notes receivable (125) --
Accumulated deficit (22,225) (21,599)
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Total stockholders' equity 1,551 4,805
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,525 $ 8,672
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The accompanying notes are an integral part of these financial statements.
1
NEXTGEN COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months ended
March 31,
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2002 2001
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Revenue $ 253 $ 30
Cost of revenue 157 --
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Gross profit 96 30
Selling, general and administrative expenses 640 301
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(544) (271)
Loss on sale of asset (105) --
Interest income 23 53
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Loss before income taxes (626) (218)
Income taxes -- --
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Net loss $ (626) $ (218)
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Net loss per share $ (0.06) $ (0.02)
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Weighted average number of common shares outstanding 10,245,211 8,763,978
============ ============
The accompanying notes are an integral part of these financial statements.
2
NEXTGEN COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(In thousands)
(Unaudited)
2002 2001
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Net cash used in operating activities, net of effects of
business acquired $ (638) $ (150)
Cash flow from investing activities:
Divestiture of cash (197) --
Purchase of machinery and equipment (135) --
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Net cash used in investing activities (332) --
Cash flow from financing activities:
Net payments on notes receivable 57 124
Net advances on capital leases and long-term debt (283) --
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Net cash (used in) provided by financing activities (226) 124
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Net decrease in cash (1,196) (26)
Cash, beginning of period 2,210 33
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Cash, end of period $ 1,014 $ 7
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The accompanying notes are an integral part of these financial statements.
3
NEXTGEN COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(In thousands, except for per share amounts)
NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Company Description and Nature of Operations
Nextgen Communications Corporation (together with its wholly-owned
subsidiaries, the "Company" or "Nextgen") provided comprehensive
network development services and components for the communications
industry during the majority of the first quarter of 2002. The Company
divested the subsidiary that conducted such operations in February
2002 (see Note 3). The Company has recently announced a new strategy,
and is currently pursuing the acquisition of communications towers
throughout the United States. The Company's corporate headquarters are
based in Houston, Texas.
The accompanying unaudited interim consolidated financial statements
have been prepared by the Company in accordance with generally
accepted accounting principles and Regulation S-B, as promulgated by
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in audited financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted. Accordingly, these interim
consolidated financial statements should be read in conjunction with
the Company's consolidated financial statements and related notes as
contained in the Company's annual report on Form 10-KSB for the year
ended December 31, 2001. In the opinion of management, the interim
consolidated financial statements reflect all adjustments, including
normal recurring adjustments, necessary for fair presentation of the
interim periods presented. The results of operations for the three
months ended March 31, 2002 are not necessarily indicative of results
of operations to be expected for the full year.
On July 31, 2001, the Company filed a restated certificate of
incorporation, thereby changing its name from U S Industrial Services,
Inc. to Nextgen Communications Corporation. The restated certificate
of incorporation also increased the authorized shares of the Company's
common stock from 25,000 to 50,000, and decreased the par value of the
Company's common and preferred stock from $0.01 to $0.001.
From September 29, 2000 to June 29, 2001, the Company had no
significant operations. Prior to September 29, 2000, the Company
operated as a multi-state service company, specializing in industrial
cleaning services, including soil and groundwater remediation,
hazardous material management and clean-up, asbestos abatement and
lead hazard removal services.
NOTE 2 - NOTE RECEIVABLE
The Company holds a note receivable from Spruce McIntyre Holding
Corp.("Spruce"), resulting from the Company's sale of certain assets
to Spruce in September 2000. Principal payments were due in three
installments beginning June 15, 2001. The note was modified on April
30, 2001 in a new principal amount of $1,420, representing the
outstanding principal balance of the original note on that date. The
modified note bears an interest rate of 7.75% and matures on July 1,
2005. Payments of interest only were required through November 1,
2001, and 44 equal monthly payments of principal and interest of $37
commenced on December 1, 2001. Outstanding principal at March 31,
2002, and December 31, 2001, was $1,345 and $1,402, respectively. The
note is secured by the assets that the Company sold to Spruce.
The Company also holds a note receivable from Point to Point of
Louisiana, Inc. The principal amount of such note was $1,000 on March
31, 2002. The terms of this promissory note and the details of the
transaction in which it was received by the Company are set forth in
Note 3 below.
4
NEXTGEN COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(In thousands, except for per share amounts)
NOTE 3 - BUSINESS COMBINATIONS AND DISPOSITIONS
Acquisition and Disposition of Point To Point Network Services, Inc.
On June 29, 2001, the Company acquired Point To Point Network
Services, Inc. ("Point To Point"), based in Methuen, Massachusetts.
Point To Point was a provider of fixed communications networking
design and build-out services, such as voice, data, and video, to the
communications industry. Consideration paid was 2,000 shares of the
Company's common stock, valued at $2,914, and cash of $678, for an
aggregate consideration of $3,592. The Company also incurred direct
costs related to the acquisition of $189, for a total purchase price
of $3,781.
On February 22, 2002, the Company sold all of the shares of Point To
Point that it owned to Point to Point of Louisiana, Inc., a Louisiana
corporation (the "Buyer"). The purchase price for the 1 share of
outstanding common stock of Point to Point (the "Shares") that the
Buyer acquired from the Company was $1,000, which the Buyer paid by
issuing a Secured Promissory Note (the "Note") to the Company. The
Note bears interest at 6.5% per annum, and requires a payment of
accrued interest on February 22, 2003, and a payment of accrued
interest and $100 of principal on February 22, 2004, and all remaining
principal and interest accrued thereon on February 22, 2005. The Note
is secured by the Shares, pursuant to a Stock Pledge Agreement dated
February 22, 2002. Richard W. Lancaster, a former director of the
Company, serves as the President of the Buyer.
Settlement Agreement
A Settlement Agreement and Mutual Release of Claims (the "Release")
was entered effective as of February 20, 2002, by and among Point To
Point, the Company, and W. Michael Sullivan ("Sullivan"), a
stockholder of the Company and former employee and stockholder of
Point To Point. The Release settled certain disputes among the parties
related to the Company's acquisition of Point To Point from Sullivan
on June 29, 2001, and the termination of Sullivan's employment with
Point To Point on November 1, 2001. Pursuant to the Release, Sullivan
received approximately $464 cash, comprised of approximately $107 as
severance for the termination of his employment with Point To Point,
and approximately $357 as payment in full of a promissory note issued
by Point To Point to Sullivan on June 29, 2001. Also, approximately
$42 of liabilities of Point To Point that Sullivan had personally
guaranteed were paid off in full. The Release required Sullivan to
transfer 1,800 of his 2,000 shares of the Company's common stock back
to the Company, and gave the Company the right to repurchase the 200
shares retained by Sullivan, at a purchase price of $5.00 per share,
until June 29, 2002. The Company has returned the 1,800 shares of
common stock repurchased from Sullivan to its authorized, but
unissued, shares.
Letters of Intent
In March 2002, the Company entered into three letters of intent to
acquire 229 communications towers for an aggregate purchase price of
$51.2 million. These acquisitions are contingent upon the occurrence
of various events and conditions.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
OVERVIEW
Nextgen Communications Corporation ("we," "us," "Nextgen," or the
"Company") is a Delaware corporation that was incorporated in 1998. Our growth
strategy, developed in 2001, is to acquire communications towers and lease space
on them to wireless carriers such as personal communications services, cellular,
paging, microwave and specialized mobile radio, enhanced specialized mobile
radio, wireless data transmission, radio and television broadcasting. Currently,
we have entered into three non-binding letters of intent to acquire an aggregate
of 229 towers, and we are in discussions to acquire additional towers. We plan
to aggressively consolidate ownership of communications sites in purchase
transactions with both wireless carriers and independent owners, and then
increase our tenancy on these towers by allocating dedicated resources to
selling antennae space on these towers. As a result of the recent downturn in
the telecommunications industry, we believe that Nextgen is well positioned to
further consolidate this market at attractive purchase prices based on multiples
of tower cash flow. While we believe that we have the resources and potential
financing sources, and favorable market conditions, to implement our proposed
acquisition strategy, Nextgen has not acquired any towers to date.
GROWTH STRATEGY
Our growth strategy is to capitalize on the rapid development of the
wireless telecommunications market. The growth factors increasing demand for
wireless communications, and subsequently, increasing the demand for antennae
locations, are:
o Technological advances in wireless communications service
o Decreased cost per minute of wireless communications
o Increased mobility
o Greater awareness of the need for wireless services
o New data applications
o Issuance of new wireless network licenses
As competition in the wireless telecommunications market intensifies, we
believe many wireless carriers will desire to preserve their capital and will
continue the current trend of selling and leasing back their communications
towers. By doing this, wireless carriers can:
o Spend capital on activities that directly increase their
subscriber base
o Co-locate transmission facilities when available versus
building their own infrastructure
o Focus on core business activities
We will cater to these wireless carriers by offering to purchase their
communications towers and lease them back to the carriers for terms of up to ten
years. Also, such an arrangement with the carrier would only require us to
provide access to space on our towers, and would not be dependent upon the type
of technology the carrier uses.
This growth strategy is financially oriented, as opposed to geographically
oriented, as we seek to acquire communications towers at favorable purchases
prices. We gauge the value of communications towers primarily by considering
their current tower cash flow, location, and opportunities to add new tenants.
Tower cash flow is calculated by subtracting from gross tenant revenues the
direct expenses associated with operating a tower, such as ground lease payment,
utilities, real estate taxes, insurance and maintenance. Ultimately, our focus
is to acquire multi-tenant towers, with underutilized capacity, in markets that
we believe will be attractive to wireless carriers seeking to build out their
networks.
CURRENT LETTERS OF INTENT TO ACQUIRE TOWERS
186-Tower Portfolio: In March 2002, we entered into a letter of intent to
acquire 186 communications towers from a regional wireless carrier. The purchase
price for these towers is $40.0 million, of which $30.0 million is payable in
cash, and $10.0 million through the issuance of our subordinated promissory
note. We intend to finance a substantial portion of the cash required to close
this purchase by issuing senior debt collateralized by the towers and their
tower cash flow. These 186 towers generated approximately $4,000,000 in tower
cash flow in 2001, on a pro forma basis, which yields a
6
purchase price of approximately ten times annual tower cash flow.
28-Tower Portfolio: In March 2002, we entered into a letter of intent to
acquire 28 communications towers from a regional wireless carrier. The purchase
price for these towers is $5.6 million, of which $4.2 million is payable in
cash, and $1.4 million through the issuance of our subordinated promissory note.
We intend to finance a substantial portion of the cash required to close this
purchase by issuing senior debt collateralized by the towers and their tower
cash flow. These 28 towers generated approximately $840,000 in tower cash flow
in 2001, on a pro forma basis, which yields a purchase price of approximately
seven times annual tower cash flow.
15-Tower Portfolio: In March 2002, we entered into a letter of intent to
acquire 15 communications towers from a regional independent tower owner. The
purchase price for these towers is $5.6 million cash, a substantial portion of
which we intend to finance by issuing senior debt collateralized by the towers
and their tower cash flow. These 15 towers generated approximately $1.2 million
tower cash flow in 2001, on a pro forma basis, which yields a purchase price of
approximately five times annual tower cash flow.
The proposed acquisitions discussed above are subject to the satisfactory
completion of our due diligence review, and the successful negotiation and
execution of definitive purchase and loan agreements, which will contain
numerous conditions to closing. There can be no assurance that we will be able
to consummate these transactions.
We will continue to actively pursue the acquisition of additional
communications towers as we proceed with our growth strategy. Our ability to
acquire towers will be dependent upon, among other factors, our ability to
obtain outside financing and the continuation of the current market conditions
that have created attractive purchase prices for towers.
COMPARISON OF FIRST QUARTER 2002 RESULTS OF OPERATIONS TO FIRST QUARTER 2001
On September 29, 2000, the Company sold certain subsidiaries that had
operated within the industrial services sector. The Company had no operations
from the date of such sale until it acquired Point To Point on June 29, 2001.
The Company divested Point To Point on February 22, 2002. Therefore, comparisons
between the results of operations for the first quarter of 2002 to the first
quarter of 2001 would not be informative.
LIQUIDITY AND CAPITAL RESOURCES
The Company's existing capital resources as of March 31, 2002, consisted of
cash and notes totaling $3,300. The Company believes that the cash currently on
hand and the cash expected to be received as payments on promissory notes owed
to the Company would be sufficient throughout the next twelve months to finance
the Company's working capital needs and any remaining obligations from the
Company's divested operations. Implementation of the Company's strategic plan of
acquiring communications towers will require additional capital, however.
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENT INCLUDED IN THIS FORM 10-QSB
This Form 10-QSB contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. These statements include the plans
and objectives of management for future operations, including plans and
objectives relating to the Company's tower acquisition strategy and availability
of capital to fund such strategy. The forward-looking statements included herein
are based on current expectations that involve numerous risks and uncertainties.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions, regulatory
framework, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. We refer you to the section entitled "Trends, Risks and Uncertainties"
in Item 6 of Part II of our annual report on Form 10-KSB for the year ended
December 31, 2001, for a list of specific factors that could cause actual
results to differ materially from those indicated by our forward-looking
statements made herein and presented elsewhere by management. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate and, therefore, there
can be no assurance that the forward-looking statements included in this Form
10-QSB will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.
Furthermore, we do not undertake any obligation to update forward-looking
statements made herein.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The nature and scope of our business operations bring us into regular
contact with the general public, a variety of businesses and government
agencies. These activities inherently subject us to potential litigation, which
we defend in the normal course of business. At March 31, 2002, there were
various claims and disputes incidental to the business. The Company believes
that the disposition of all such claims and disputes, individually or in the
aggregate, should not have a material adverse affect upon our financial
position, results of operations or cash flows. As of March 31, 2002, the Company
has not been named as a responsible party for any environmental issues under the
Federal Superfund Law.
7
ITEM 2. CHANGES IN SECURITIES.
During the first quarter of 2002, the Company issued the following shares
of its common stock without registration under the Securities Act of 1933, as
amended (the "Securities Act"):
1. On February 1, 2002, in connection with his employment as Chief
Financial Officer, R. Andrew White purchased 50,000 shares of the
Company's common stock for $1.25 per share, for which he gave the
Company a promissory note in the principal amount of $62,500, which
was secured by 100,000 shares of the Company's common stock owned by
Mr. White.
2. On March 31, 2002, the Company issued 50,000 shares to a former
director of the Company pursuant to his exercise of certain stock
options.
The above issuances were unregistered, as the Company was relying on the
exemption from registration contained in Section 4(2) of the Securities Act, and
Regulation D promulgated thereunder, on the basis that such transactions did not
involve a public offering of securities.
Additionally, the Company returned 1,800,000 shares of its common stock to
the Company's authorized but unissued shares, effective as of February 20, 2002.
The Company reacquired such shares pursuant to a Settlement Agreement and Mutual
Release of Claims, effective as of February 20, 2002, by and among Point To
Point, the Company, and W. Michael Sullivan.
8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 Stock Purchase and Note Assignment Agreement, dated as of
September 29, 2000, between Spruce MacIntyre Holding Corp.,
P.W. Stephens Environmental, Inc., P.W. Stephens Contractors,
Inc., P.W. Stephens Services, Inc., P.W. Stephens Northwest,
Inc. and U.S. Industrial Services, Inc. (filed as Exhibit 2.1
to the Company's Current Report on Form 8-K filed on February
20, 2001, and incorporated herein by reference).
2.2 Reorganization Agreement and Plan of Merger, effective as of
June 29, 2001, by and among U S Industrial Services, Inc., a
Delaware corporation, Point To Point Network Services, Inc., a
Massachusetts corporation, and W. Michael Sullivan (filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed
on July 19, 2001, and incorporated herein by reference).
2.3 Agreement for Sale of Shares, dated as of February 22, 2002,
between Nextgen Communications Corporation, a Delaware
corporation, and Point to Point of Louisiana, Inc., a
Louisiana corporation (filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on March 19, 2002, and
incorporated herein by reference).
2.4 First Amendment to Agreement for Sale of Shares, executed to
be effective as of February 22, 2002, by and between Nextgen
Communications Corporation and Point to Point of Louisiana,
Inc. (filed as Exhibit 2.2 to the Company's Current Report on
Form 8-K filed on March 19, 2002, and incorporated herein by
reference).
2.5 Secured Promissory Note, dated February 22, 2002, issued by
Point to Point of Louisiana to Nextgen Communications
Corporation. (filed as Exhibit 2.3 to the Company's Current
Report on Form 8-K filed on March 19, 2002, and incorporated
herein by reference).
2.6 First Amendment to Secured Promissory Note, executed to be
effective as of February 22, 2002, by and between Point to
Point of Louisiana, Inc. and Nextgen Communications
Corporation (filed as Exhibit 2.4 to the Company's Current
Report on Form 8-K filed on March 19, 2002, and incorporated
herein by reference).
2.7 Stock Pledge Agreement, executed to be effective as of
February 22, 2002, by and between Point to Point of Louisiana,
Inc. and Nextgen Communications Corporation (filed as Exhibit
2.5 to the Company's Current Report on Form 8-K filed on March
19, 2002, and incorporated herein by reference).
2.8 Settlement Agreement and Mutual Release of Claims, executed to
be effective as of February 20, 2002, by and among Point To
Point Network Services, Inc., Nextgen Communications
Corporation, and W. Michael Sullivan (filed as Exhibit 2.6 to
the Company's Current Report on Form 8-K filed on March 19,
2002, and incorporated herein by reference).
2.9 Repurchase Option Agreement, executed to be effective as of
February 20, 2002, by and between Nextgen Communications
Corporation and W. Michael Sullivan (filed as Exhibit 2.7 to
the Company's Current Report on Form 8-K filed on March 19,
2002, and incorporated herein by reference).
3.1 Certificate of Incorporation of the Company, as restated on
July 31, 2001 (filed as Exhibit A to the Company's Information
Statement on Schedule 14C filed on July 9, 2001, and
incorporated herein by reference).
3.2 Bylaws of the Company, as amended on April 2, 2001 (filed as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2001, and incorporated herein
by reference).
10.1* 1998 Stock Option Plan (filed as Exhibit 4.1 to the Company's
Annual Report on Form 10-KSB for the year ended September 30,
1998, and incorporated herein by reference).
10.2 Promissory Notes in principal amounts of $3,490,000 and
$1,000,000, respectively, issued to ATNAM Enterprises, Inc. by
Kenny Industrial Services, L.L.C. (filed as Exhibit 10.3 to
the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2001, and incorporated herein by reference).
10.3* 2001 Stock Plan (filed as Exhibit B to the Company's
Information Statement on Schedule 14C filed on July 9, 2001,
and incorporated herein by reference).
10.4 Note Modification Agreement dated April 30, 2001, by and
between Spruce MacIntyre Holding Corp. and U S Industrial
Services, Inc. (filed as Exhibit 10.6 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30,
2001, and incorporated herein by reference).
10.5* Employment Agreement by and between Frank J. Fradella and U S
Industrial Services, Inc., dated April 2, 2001. (filed as
Exhibit 10.7 to the Company's Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2001, and incorporated herein
by reference).
10.6* Registration Rights Agreement by and between Frank J. Fradella
and U S Industrial Services, Inc., dated April 2, 2001. (filed
as Exhibit 10.8 to the Company's Quarterly Report on Form
10-QSB for the quarter ended June 30, 2001, and incorporated
herein by reference).
10.7* Stock Option Agreement executed December 27, 2001, to be
effective as of October 3, 2000, by and between Frank J.
Fradella and Nextgen Communications Corporation (filed as
Exhibit 2 to Amendment No. 3 to Schedule 13D of Frank J.
Fradella filed on January 3, 2002, and incorporated herein by
reference).
10.8* Stock Option Agreement by and between R. Andrew White and
Nextgen Communications Corporation, dated February 1, 2002.+
10.9* Employment Agreement by and between R. Andrew White and
Nextgen Communications Corporation, dated March 1, 2002.+
* Denotes a management contract or compensatory plan or
arrangement.
+ Filed herewith.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on March 19, 2002, for
an event as of February 22, 2002, to report the Company's sale of Point To
Point and Settlement Agreement and Release of Claims with W. Michael
Sullivan.
9
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NEXTGEN COMMUNICATIONS CORPORATION
Dated: May 15, 2002 By: /s/ FRANK J. FRADELLA
---------------------------------------
Frank J. Fradella
President and Chief Executive Officer
Dated: May 15, 2002 By: /s/ R. ANDREW WHITE
---------------------------------------
R. Andrew White
Chief Financial Officer
10
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Stock Purchase and Note Assignment Agreement, dated as of
September 29, 2000, between Spruce MacIntyre Holding Corp.,
P.W. Stephens Environmental, Inc., P.W. Stephens Contractors,
Inc., P.W. Stephens Services, Inc., P.W. Stephens Northwest,
Inc. and U.S. Industrial Services, Inc. (filed as Exhibit 2.1
to the Company's Current Report on Form 8-K filed on February
20, 2001, and incorporated herein by reference).
2.2 Reorganization Agreement and Plan of Merger, effective as of
June 29, 2001, by and among U S Industrial Services, Inc., a
Delaware corporation, Point To Point Network Services, Inc., a
Massachusetts corporation, and W. Michael Sullivan (filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed
on July 19, 2001, and incorporated herein by reference).
2.3 Agreement for Sale of Shares, dated as of February 22, 2002,
between Nextgen Communications Corporation, a Delaware
corporation, and Point to Point of Louisiana, Inc., a
Louisiana corporation (filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on March 19, 2002, and
incorporated herein by reference).
2.4 First Amendment to Agreement for Sale of Shares, executed to
be effective as of February 22, 2002, by and between Nextgen
Communications Corporation and Point to Point of Louisiana,
Inc. (filed as Exhibit 2.2 to the Company's Current Report on
Form 8-K filed on March 19, 2002, and incorporated herein by
reference).
2.5 Secured Promissory Note, dated February 22, 2002, issued by
Point to Point of Louisiana to Nextgen Communications
Corporation. (filed as Exhibit 2.3 to the Company's Current
Report on Form 8-K filed on March 19, 2002, and incorporated
herein by reference).
2.6 First Amendment to Secured Promissory Note, executed to be
effective as of February 22, 2002, by and between Point to
Point of Louisiana, Inc. and Nextgen Communications
Corporation (filed as Exhibit 2.4 to the Company's Current
Report on Form 8-K filed on March 19, 2002, and incorporated
herein by reference).
2.7 Stock Pledge Agreement, executed to be effective as of
February 22, 2002, by and between Point to Point of Louisiana,
Inc. and Nextgen Communications Corporation (filed as Exhibit
2.5 to the Company's Current Report on Form 8-K filed on March
19, 2002, and incorporated herein by reference).
2.8 Settlement Agreement and Mutual Release of Claims, executed to
be effective as of February 20, 2002, by and among Point To
Point Network Services, Inc., Nextgen Communications
Corporation, and W. Michael Sullivan (filed as Exhibit 2.6 to
the Company's Current Report on Form 8-K filed on March 19,
2002, and incorporated herein by reference).
2.9 Repurchase Option Agreement, executed to be effective as of
February 20, 2002, by and between Nextgen Communications
Corporation and W. Michael Sullivan (filed as Exhibit 2.7 to
the Company's Current Report on Form 8-K filed on March 19,
2002, and incorporated herein by reference).
3.1 Certificate of Incorporation of the Company, as restated on
July 31, 2001 (filed as Exhibit A to the Company's Information
Statement on Schedule 14C filed on July 9, 2001, and
incorporated herein by reference).
3.2 Bylaws of the Company, as amended on April 2, 2001 (filed as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2001, and incorporated herein
by reference).
10.1* 1998 Stock Option Plan (filed as Exhibit 4.1 to the Company's
Annual Report on Form 10-KSB for the year ended September 30,
1998, and incorporated herein by reference).
10.2 Promissory Notes in principal amounts of $3,490,000 and
$1,000,000, respectively, issued to ATNAM Enterprises, Inc. by
Kenny Industrial Services, L.L.C. (filed as Exhibit 10.3 to
the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2001, and incorporated herein by reference).
10.3* 2001 Stock Plan (filed as Exhibit B to the Company's
Information Statement on Schedule 14C filed on July 9, 2001,
and incorporated herein by reference).
10.4 Note Modification Agreement dated April 30, 2001, by and
between Spruce MacIntyre Holding Corp. and U S Industrial
Services, Inc. (filed as Exhibit 10.6 to the Company's
Quarterly Report on Form 10-QSB for the quarter ended June 30,
2001, and incorporated herein by reference).
10.5* Employment Agreement by and between Frank J. Fradella and U S
Industrial Services, Inc., dated April 2, 2001. (filed as
Exhibit 10.7 to the Company's Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2001, and incorporated herein
by reference).
10.6* Registration Rights Agreement by and between Frank J. Fradella
and U S Industrial Services, Inc., dated April 2, 2001. (filed
as Exhibit 10.8 to the Company's Quarterly Report on Form
10-QSB for the quarter ended June 30, 2001, and incorporated
herein by reference).
10.7* Stock Option Agreement executed December 27, 2001, to be
effective as of October 3, 2000, by and between Frank J.
Fradella and Nextgen Communications Corporation (filed as
Exhibit 2 to Amendment No. 3 to Schedule 13D of Frank J.
Fradella filed on January 3, 2002, and incorporated herein by
reference).
10.8* Stock Option Agreement by and between R. Andrew White and
Nextgen Communications Corporation, dated February 1, 2002.+
10.9* Employment Agreement by and between R. Andrew White and
Nextgen Communications Corporation, dated March 1, 2002.+
* Denotes a management contract or compensatory plan or arrangement.
+ Filed herewith.