SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(AMENDMENT NO. 3)*
NEXTGEN COMMUNICATIONS CORPORATION
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
65335N 10 8
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(CUSIP Number)
Frank J. Fradella
c/o Nextgen Communications Corporation
11850 Jones Road
Houston, Texas 77070
(281) 970-9859
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2001
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box 9.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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CUSIP NO. 65335N 10 8 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frank J. Fradella
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
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NUMBER OF
7 SOLE VOTING POWER
SHARES 2,252,651(1)
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BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 2,252,651(1)
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REPORTING 10 SHARED DISPOSITIVE POWER
0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,252,651(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Includes 500,000 shares subject to stock purchase rights, and 250,000 shares
subject to stock options, certain of which are exercisable by Frank J. Fradella
within 60 days of the date hereof (see Item 4.).
2
ITEM 1. SECURITY AND ISSUER
The securities covered by this Schedule 13D are shares of common stock,
$.001 par value (the "Common Stock"), of Nextgen Communications Corporation
(formerly U S Industrial Services, Inc.), a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 11850 Jones
Road, Houston, Texas 77070.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement on Schedule 13D is being filed by Frank J. Fradella, an
individual who is the President, Chairman and Chief Executive Officer of the
Company ("Fradella");
(b) Fradella's business address is c/o Nextgen Communications Corporation, 11850
Jones Road, Houston, Texas 77070;
(c) Fradella's principal occupation is serving as President, Chairman and Chief
Executive Officer of the Company;
(d) Fradella has not, during the past five years, been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors);
(e) Fradella has not, during the past five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws;
(f) Fradella is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 30, 2001, Fradella transferred 500,000 shares of Common
Stock (the "Shares") to Deere Park Capital, L.L.C., an Illinois limited
liability company ("Deere Park"), in full satisfaction of a promissory note in
the original principal amount of $350,000, which Fradella had given Deere Park
in connection with the purchase of certain shares of Common Stock from Deere
Park on March 23, 2001.
On June 29, 2001, in connection with the merger of Point To Point
Network Services, Inc., a Massachusetts corporation, into a wholly-owned
subsidiary of the Company, Fradella obtained the right, for one year, to vote
2,000,000 shares of Common Stock (the "Voting Rights") that W. Michael Sullivan
("Sullivan") received in the merger, pursuant to a Voting Agreement dated June
29, 2001 (the "Voting Agreement"). On October 1, 2001, the Voting Agreement
terminated, and the Voting Rights reverted to Sullivan.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transfer of the Shares to Deere Park was to satisfy
the promissory note that Fradella had given Deere Park on March 23, 2001, which
had been in default since June 21, 2001. Fradella currently has no other plans
to dispose of additional shares of Common Stock. Fradella currently has no plans
to acquire additional securities of the Company, except for his potential
exercise of (i) stock options granted to him by the Company on October 3, 2000,
in connection with his employment, to purchase 250,000 shares of Common Stock at
an exercise price of $.65 per share (the "Stock Options"), or (ii) stock
purchase rights granted to him by the Company on April 2, 2001, in connection
with his employment, to purchase 500,000 shares of Common Stock at an exercise
price of $1.25 per share (the "Stock Purchase Rights"). The Stock Options vest
over five years, in increments of 50,000 shares per year, commencing on October
3, 2001, and 250,000 shares that could be purchased pursuant to the Stock
Purchase Rights are subject to the Company's repurchase rights, which lapse over
five years, in increments of 50,000 shares per year, commencing on April 2,
2002.
3
Except as set forth above, Fradella has no plans to engage in any
transactions described in Paragraphs (b) through (j) of this Item. Any decision
by Fradella in the future to acquire or dispose of equity in the Company or to
take any other actions with respect to the Company or its securities will depend
upon several factors, including the prospects of the Company, general market and
economic conditions, and other factors deemed relevant.
ITEM 5. INTEREST IN SECURITIES
(a) As of the date hereof, Fradella beneficially owns 2,252,651 shares of the
Company's Common Stock, including 250,000 shares that would result from the
exercise of the Stock Options, and 500,000 shares that would result from the
exercise of the Stock Purchase Rights. Fradella has elected to include in the
calculation required by this Item 5. all shares that would result from the
exercise of the Stock Options and the Stock Purchase Rights, including those
shares that are not exercisable within 60 days hereof. The 2,252,651 shares
owned by Fradella represent 19.2% of 11,721,878, which is the sum of: (i)
10,971,878 shares of Common Stock that the Company had outstanding as of
November 13, 2001, as reported in its Form 10-QSB for the quarter ended
September 30, 2001, (ii) the 250,000 shares that would result from the exercise
of the Stock Options, and (iii) the 500,000 shares that would result from the
exercise of the Stock Purchase Rights;
(b) Number of shares as to which Fradella has:
sole power to vote or direct the vote: 2,252,651
shared power to vote or direct the vote: 0
sole power to dispose or direct the disposition: 2,252,651
shared power to dispose or direct the disposition: 0
(c) Other than the transactions set forth herein, Fradella has not engaged in
any transactions in the Common Stock within the past 60 days;
(d) Not applicable;
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
On June 29, 2001, Fradella entered into the Voting Agreement, whereby
Fradella was granted an irrevocable proxy to vote Sullivan's 2,000,000 shares
for one year; provided, however, that such Voting Agreement would terminate if
Sullivan was not elected to the Company's Board of Directors by September 1,
2001, which Fradella and Sullivan subsequently agreed to extend to October 1,
2001. Sullivan was not elected to the Company's Board of Directors by October 1,
2001, therefore the Voting Agreement terminated on such date.
On December 27, 2001, in order to document the Stock Options, the
Company and Fradella entered into a stock option agreement, a copy of which is
attached hereto as an exhibit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Agreement dated November 30, 2001, by and among Deere Park
Capital, L.L.C., an Illinois limited liability company, Frank
J. Fradella, and Nextgen Communications Corporation, a
Delaware corporation.
2. 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.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
Date: January 3, 2002 /s/ FRANK J. FRADELLA
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Frank J. Fradella
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
1. Agreement dated November 30, 2001, by and among Deere Park
Capital, L.L.C., an Illinois limited liability company, Frank
J. Fradella, and Nextgen Communications Corporation, a
Delaware corporation.
2. 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.
6