SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14c-5(d)(2)).
[X] Definitive information statement
NEXTGEN COMMUNICATIONS CORPORATION
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(Name of Registrant as Specified in Its Charter)
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NEXTGEN COMMUNICATIONS CORPORATION
11850 Jones Road
Houston, Texas 77070
(281) 970-9859
December 2, 2002
TO OUR STOCKHOLDERS:
This Information Statement is being provided to the stockholders of
Nextgen Communications Corporation, a Delaware corporation (the "Company"). The
Company's Board of Directors and the holders of a majority of its issued and
outstanding shares of common stock have approved the filing of a Certificate of
Amendment to the Company's Certificate of Incorporation whereby the name of the
Company would be changed to Home Solutions of America, Inc.
Pursuant to statutes and regulations governing the Company, we are
sending you this Information Statement, which describes the purpose and effect
of the aforementioned action. No action whatsoever is required on your part. We
thank you for your continued interest in the Company.
For the Board of Directors of
NEXTGEN COMMUNICATIONS CORPORATION
/s/ FRANK J. FRADELLA
Frank J. Fradella
President, Chief Executive Officer and
Chairman of the Board
NEXTGEN COMMUNICATIONS CORPORATION
11850 Jones Road
Houston, Texas 77070
(281) 970-9859
INFORMATION STATEMENT
This information statement (this "Information Statement") is being
furnished to all holders of record as of November 15, 2001 (the "Record Date")
of the common stock, $.001 par value per share (the "Common Stock") of Nextgen
Communications Corporation, a Delaware corporation (the "Company"), in order to
comply with the requirements of Section 14(c) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), Regulation 14C, promulgated under the
Exchange Act, and Section 228 of the Delaware General Corporation Law, as
amended (the "DGCL"). The purpose of the Information Statement is to inform all
stockholders of the following action, which was taken by the required consent of
the holders of a majority of the outstanding Common Stock as of the Record Date:
the approval of a Certificate of Amendment to the Company's Certificate of
Incorporation that would change the Company's name from "Nextgen Communications
Corporation" to "Home Solutions of America, Inc." (the "Name Change Amendment").
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
The Company's Board of Directors (the "Board of Directors") has
approved the Name Change Amendment, by unanimous written consent dated November
1, 2002. The Company is not seeking consent, authorization or proxies from you,
since the Company has obtained the written consent of a majority of the holders
of the Company's Common Stock, in lieu of a special meeting of the stockholders,
as allowed by Section 228 of the DGCL. The number of shares of the Company's
Common Stock outstanding as of the Record Date was 9,423,397 shares; the number
of shares that consented to the aforementioned actions was 4,772,453,
representing approximately 50.6% of the outstanding shares of Common Stock of
the Company. The Company proposes to file the Name Change Amendment with the
Delaware Secretary of State 20 days after the mailing date of the Information
Statement, which the Company anticipates will be on or about December 23,
2002.
This information statement is first being sent to stockholders on or
about December 2, 2002.
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PURPOSE OF THE NAME CHANGE
The Board of Directors and persons holding a majority of the issued and
outstanding shares of the Company's Common Stock have approved the Name Change
Amendment. The purpose of the Name Change Amendment is to signify the Company's
new direction, which is providing residential services. Home Solutions of
America, Inc. is descriptive of the services that the Company will be providing,
whereas the Company's present name signifies telecommunications--a sector in
which the Company no longer operates. The Name Change Amendment, the form of
which is attached hereto as Exhibit A, will become effective upon its filing
with and acceptance by the Delaware Secretary of State.
Concurrently with the effectiveness of the Name Change Amendment, the
Company will change the trading symbol of the Common Stock from "NXGC" to a more
appropriate symbol. Share certificates currently held by stockholders will
continue to be valid. In the future, new share certificates will contain a
legend noting the change in name or will be issued bearing the new name.
EFFECTIVENESS OF NAME CHANGE AMENDMENT
The Company reserves the right, upon notice to stockholders, to abandon
or modify the Name Change Amendment at any time prior to its filing with the
Delaware Secretary of State, upon consent of the Board of Directors and the
holders of a majority of the existing Common Stock then issued and outstanding.
EXECUTIVE OFFICES
The Company's principal executive offices are located at 11850 Jones
Road, Houston, Texas 77070. Its telephone number is (281) 970-9859.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The Company's authorized capital currently consists of 50,000,000
shares of Common Stock and 1,000,000 shares of preferred stock, $.001 par value.
As of the Record Date, there were 9,423,397 shares of Common Stock outstanding
and no shares of preferred stock outstanding. The holders of Common Stock are
entitled to vote on all matters to come before a vote of the stockholders of the
Company. Each share of Common Stock entitles the holder thereof to one vote on
all matters submitted to stockholders for a vote.
NUMBER OF HOLDERS OF COMMON STOCK
As of the Record Date, there were 136 holders of record of Common
Stock, although the Company believes that there may be a significantly greater
number of beneficial owners of Common Stock.
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PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the
beneficial ownership of the Common Stock outstanding as of the Record Date,
respectively, by (i) our sole director, (ii) each of our two executive officers,
(iii) all of our directors and executive officers as a group and (iv) each
person known to us to own more than 5% of the Common Stock outstanding. In
accordance with the rules promulgated by the Securities and Exchange Commission
("SEC"), the ownership includes shares currently owned as well as shares that
the named person has the right to acquire beneficial ownership of within 60
days, including through the exercise of options, warrants or other rights, or
through the conversion of a security. Unless otherwise indicated, the business
address of each person listed is 11850 Jones Road, Houston, Texas 77070.
Shares Beneficially Owned
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Name of Beneficial Owner Number Percent(1)
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Frank J. Fradella (Chairman, President,
and Chief Executive Officer) 2,252,651(2) 22.1%
Tyrrell L. Garth 1,220,436(3) 13.0%
Barbara Feldman 1,100,000(4) 11.7%
Deere Park Capital, L.L.C./Douglas Gerrard 650,000(5) 6.9%
R. Andrew White (Chief Financial Officer) 170,100(6) 1.6%
All directors and executive
officers as a group (2 persons) 2,422,751 25.7%
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(1) Based on 9,423,397 shares of Common Stock outstanding on November
15, 2002.
(2) Mr. Fradella's number of shares includes: (a) 500,000 shares of
Common Stock that may be acquired at any time upon the exercise of
restricted stock purchase rights, granted under the Company's 2001
Stock Plan; and (b) options for 250,000 shares of Common Stock that are
immediately exercisable, granted under the Company's 1998 Stock Option
Plan.
(3) Based on a Schedule 13D filed on May 1, 2001. Mr. Garth's business
address, as set forth in his Schedule 13D, is c/o Cheyenne Capital, 350
Dowlen Road, Suite 200, Beaumont, Texas 77706.
(4) Based on a Schedule 13D filed on April 11, 2002. Ms. Feldman's
business address, as set forth in her Schedule 13D, is 2081 Magnolia
Lane, Highland Park, Illinois 60035.
(5) Based on a Schedule 13D filed on April 25, 2002. The power to vote
and dispose of these shares, as set forth in the joint Schedule 13D
filing, is shared by Deere Park Capital, L.L.C. and Douglas Gerrard,
and the business address of Deere Park Capital, L.L.C. and Mr. Gerrard
is 540 Lake Cook Road, Suite 150, Deerfield, Illinois 60015.
(6) Mr. White's number of shares includes options for 50,000 shares of
Common Stock granted under the 2001 Stock Plan that are immediately
exercisable.
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MATERIAL INCORPORATED BY REFERENCE
The following documents, and other materials filed by the Company with
the SEC, are incorporated into and specifically made a part of this Information
Statement by reference:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001;
2. The Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended March 31, 2002, June 30, 2002, and September 30, 2002; and
3. The Company's Current Report on Form 8-K filed on March 19, 2002,
for an event that occurred February 22, 2002.
All documents filed by the Company with the SEC after the date of this
Information Statement shall be deemed to be incorporated by reference into this
Information Statement and to be a part hereof from the dates of filing such
documents or reports. Any statement contained herein or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Information Statement to the extent that a statement
contained herein or in any other subsequently filed document that is also
incorporated or deemed to be incorporated herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Information
Statement.
Dated: December 2, 2002 By order of the Board of Directors,
/s/ FRANK J. FRADELLA
Frank J. Fradella
Chairman of the Board
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EXHIBIT A
FORM OF
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
NEXTGEN COMMUNICATIONS CORPORATION
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Pursuant to Section 242 of the General Corporation Law of the State of
Delaware (the "DCGL"), Nextgen Communications Corporation (the "CORPORATION")
hereby files with the Secretary of State of Delaware this Certificate of
Amendment to its Certificate of Incorporation and thereby certifies as follows:
1. The name of the Corporation, prior to the amendment set forth
herein, was Nextgen Communications Corporation.
2. Article FIRST of the Corporation's Restated Certificate of
Incorporation is hereby amended by deleting the entire text thereof and by
substituting in its place the following:
"FIRST: NAME. THE NAME OF THE CORPORATION IS HOME
SOLUTIONS OF AMERICA, INC. (HEREINAFTER REFERRED TO AS THE
"CORPORATION")."
3. The foregoing amendment was adopted in accordance with Section 228
of the DGCL by Written Consent dated November 15, 2002, executed by holders of
record of more than a majority of the outstanding capital stock of all classes
of stock entitled to vote on such amendment.
4. The amendment was duly adopted in accordance with the provisions of
Sections 242 and 228 of the DGCL.
5. The amendment did not have the effect of reducing the capital of the
Corporation.
IN WITNESS WHEREOF, as the officer duly authorized to execute this
Certificate of Amendment, I have set my hand hereto this _____ day of December
2002.
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Frank J. Fradella
President and Chief Executive Officer
Exhibit A