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 June 30, 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 as Specified 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)
(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
--- ---
The number of shares outstanding of the registrant's common stock,
$.001 par value per share, as of July 31, 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)
June 30, 2002 December 31, 2001
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(unaudited)
ASSETS
Current assets
Cash $ 179 $ 2,210
Restricted cash 835 --
Accounts receivable, net of allowance
for doubtful accounts of $0 and $30 -- 639
Costs and earnings in excess of billings -- 226
Note receivable - current portion 446 353
Inventory -- 50
Other current assets 34 41
-------- --------
Total current assets 1,494 3,519
Restricted cash -- 167
Note receivable - long-term portion 1,862 1,049
Deferred acquisition costs and deposits 484 --
Property and equipment, net of accumulated depreciation of $15 and $73 121 470
Goodwill, net of accumulated amortization of $0 and $44 -- 3,465
Other assets -- 2
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TOTAL ASSETS $ 3,961 $ 8,672
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 586 $ 1,851
Billings in excess of costs -- 220
Due to affiliate 265 1,370
Deferred revenue -- 63
Notes payable - current portion 862 5
Notes payable - stockholder - current portion -- 208
Other current liabilities -- 6
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Total current liabilities 1,713 3,723
Long-term debt - stockholder -- 133
Long-term debt - others 51 11
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Total liabilities 1,764 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 (21,579) (21,599)
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Total stockholders' equity 2,197 4,805
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,961 $ 8,672
======== ========
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 Six Months ended
June 30, June 30,
----------------------- ------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Revenue $ -- $ -- $ 253 $ 30
Cost of revenue -- -- 157 --
---------- ---------- ---------- ----------
Gross profit -- -- 96 30
Selling, general and administrative expenses 488 296 1,128 598
---------- ---------- ---------- ----------
(488) (296) (1,032) (568)
Loss on sale of asset -- -- (105) --
Reversal of prior year accruals 1,105 -- 1,105 --
Interest income 29 96 52 149
---------- ---------- ---------- ----------
Income (loss) before income taxes 646 (200) 20 (419)
Income taxes -- -- -- --
---------- ---------- ---------- ----------
Net income (loss) $ 646 $ (200) $ 20 $ (419)
========== ========== ========== ==========
Net income (loss) per share $ 0.07 $ (0.02) $ 0.00 $ (0.04)
========== ========== ========== ==========
Weighted average number of common shares outstanding 9,271,878 8,821,670 9,755,856 8,792,983
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
2
NEXTGEN COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Six Months Ended
June 30,
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2002 2001
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Net cash (used in) provided by operating activities, net of effects of
business acquired $ (1,014) $ (221)
Cash flow from investing activities:
Payments for acquisitions, net of cash acquired -- 2,001
Divestiture of cash (197) --
Purchase of machinery and equipment (140) --
Deferred acquisition costs and deposits (484) --
-------- -------
Net cash (used in) provided by investing activities (821) 2,001
Cash flow from financing activities:
Advances on notes receivable (50) --
Payments on notes receivable 144 197
Advances on capital leases and long-term debt 85 --
Payments on capital leases and long-term debt (375) --
Advance on line-of-credit 835 --
Restricted cash - current (835) --
-------- -------
Net cash (used in) provided by financing activities (196) 197
-------- -------
Net (decrease) increase in cash (2,031) 1,977
Cash, beginning of period 2,210 33
-------- -------
Cash, end of period $ 179 $ 2,010
======== =======
The accompanying notes are an integral part of these financial statements.
3
NEXTGEN COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(In thousands, except for share and 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") is currently pursuing
the acquisition of communications towers throughout the United
States. During the majority of the first quarter of 2002, Nextgen
provided comprehensive network development services and components
for the communications industry. The Company divested the
subsidiary that conducted such operations in February 2002 (see
Note 4). 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 six
months ended June 30, 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.
Since February 22, 2002 and the sale of Point To Point Network
Services, the Company has had no significant operations.
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 June 30, 2002, and December 31, 2001, was
$1,258 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
June 30, 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 4 below.
4
NEXTGEN COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(In thousands, except for share and per share amounts)
NOTE 3 - SHORT-TERM AND LONG-TERM DEBT
Short-Term Debt
The Company is obligated to pay a commercial bank in connection
with a working capital loan. The note bears interest at the rate
of 3.25%; principal balance at June 30, 2002 is $835. The loan is
secured by a certificate of deposit held by the bank with a
principal balance at June 30, 2002 of $1,006.
Long-Term Debt
The Company is obligated on several notes secured by liens on
vehicles. The notes bear interest at the rate of 0.75% above the
prime rate; principal balances at June 30, 2002 total $79.
Scheduled annual maturities of long-term debt as of June 2002 are
as follows:
2002 $13
2003 $28
2004 $30
2005 $ 8
NOTE 4 - 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
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.
5
NEXTGEN COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(In thousands, except for share and per share amounts)
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. Of these 229 towers, Nextgen continues to
negotiate the acquisition of 82 towers representing an aggregate
purchase price of $20.6 million.
In June 2002, the Company entered into a letter of intent to
acquire 16 broadcast communications towers for an aggregate
purchase price of $13.0 million. These towers are located
throughout the United States.
All of the above potential acquisitions are contingent upon the
occurrence of various events and conditions.
NOTE 5 - SUBSEQUENT EVENTS
In August 2002, the Company borrowed $200 from an individual for
general corporate purposes, including the acquisition of wireless
communications towers. The loan pays an 8% quarterly interest
coupon and matures in three years.
6
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 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
four non-binding letters of intent to acquire an aggregate of 98 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.
COMPARISON OF THREE AND SIX MONTHS ENDED JUNE 30, 2002 RESULTS OF OPERATIONS TO
THREE AND SIX MONTHS ENDED JUNE 30, 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 three and six months ended June 30,
2002 to the three and six months ended June 30, 2001 would not be informative.
7
LIQUIDITY AND CAPITAL RESOURCES
The Company's existing capital resources as of June 30, 2002, consisted
of cash and notes totaling $3,220. 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 June 30, 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 June 30, 2002, the Company has not been named
as a responsible party for any environmental issues under the Federal Superfund
Law.
During the 2nd quarter, the Company re-evaluated its accruals for legal
proceedings and, given current settlement proposals in negotiation on specific
claims, decided to lower its accrual for these legal proceedings by $1,105,
which is shown in this quarter's income statement.
ITEM 2. CHANGES IN SECURITIES.
During the second quarter of 2002, the Company did not issue shares of
its common stock without registration under the Securities Act of 1933, as
amended (the "Securities Act").
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 9, 2002, the Company held its 2002 Annual Meeting of
Stockholders. At the Annual Meeting, the Company's stockholders reelected Frank
J. Fradella as the Company's sole director, and ratified the appointment of
Merdinger, Fruchter, Rosen & Corso, P.C. as the Company's independent public
accountants for 2002.
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).
9
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 (filed as Exhibit
10.8 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2002, and incorporated herein by reference).
10.9* Employment Agreement by and between R. Andrew White and Nextgen
Communications Corporation, dated March 1, 2002 (filed as Exhibit
10.9 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2002, and incorporated herein by reference).
99.1+ Certification of Chief Executive Officer of Nextgen Communications
Corporation Pursuant to 18 U.S.C. Section 1350.
99.2+ Certification of Chief Financial Officer of Nextgen Communications
Corporation Pursuant to 18 U.S.C. Section 1350.
* Denotes a management contract or compensatory plan or arrangement.
+ Filed herewith.
(b) Reports on Form 8-K
None.
10
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: August 14, 2002 By: /s/ FRANK J. FRADELLA
----------------------------------------
Frank J. Fradella
President and Chief Executive Officer
Dated: August 14, 2002 By: /s/ R. ANDREW WHITE
----------------------------------------
R. Andrew White
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NO. 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 (filed as Exhibit
10.8 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2002, and incorporated herein by reference).
10.9* Employment Agreement by and between R. Andrew White and Nextgen
Communications Corporation, dated March 1, 2002 (filed as Exhibit
10.9 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2002, and incorporated herein by reference).
99.1+ Certification of Chief Executive Officer of Nextgen Communications
Corporation Pursuant to 18 U.S.C. Section 1350.
99.2+ Certification of Chief Financial Officer of Nextgen Communications
Corporation Pursuant to 18 U.S.C. Section 1350.
* Denotes a management contract or compensatory plan or arrangement.
+ Filed herewith.