SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
NETTAXI.COM
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
64115G102
(CUSIP Number)
August 23, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 ("Act") 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).
CUSIP No. 64115G102
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 3,000,000 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: 0
Owned By
Each
Reporting 7. Sole Dispositive Power: 3,000,000 (1)(2)
Person
With
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,000,000 (1)(2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 6.58%
12. Type of Reporting Person: PN
--------------
(1) Includes 3,000,000 shares issuable upon exercise of Warrants (the
"Warrants") held by Montrose Investments Ltd. ("Montrose"). HBK
Investments L.P. has sole voting and dispositive power over these
shares pursuant to an Investment Management Agreement with Montrose
Accordingly, Montrose has no beneficial ownership of such shares.
(2) Power is exercised by its general partner, HBK Partners II L.P., whose
general partner is HBK Management L.L.C.
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amends its Schedule 13G statement dated
March 27, 2000 (the "Schedule 13G") relating to the shares of common stock
of Nettaxi.com (the "Issuer"). Unless otherwise indicated, all
defined terms used herein shall have the same meanings as those set forth in
the Schedule 13G.
Item 4. Ownership.
(a) - (b)
Reporting Persons
Pursuant to an Investment Management Agreement with Montrose,
Investments may, pursuant to Rule 13d-3(a), be deemed to be the
beneficial owner of the 3,000,000 shares of Stock issuable upon exercise of
the Warrants (the "Shares"), which constitutes approximately 6.58% of the
outstanding shares of the Stock.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of the Shares.
Each of (1) Management, as sole general partner of Partners II, and (2)
the Managers, as the controlling persons of Management may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of the Shares.
The Persons listed in Item 2(a) expressly declare that the filing of
this statement on Schedule 13G shall not be construed as an admission that
they are, for the purpose of Section 13(d) or 13(g) of the Securities and
Exchange Act of 1934, the beneficial owners of any securities covered by this
statement.
(c)
Reporting Persons
Pursuant to an Investment Management Agreement with Montrose, and acting
through its general partner, Partners II, Investments has the sole power to
vote or direct the vote and to dispose or to direct the disposition of the
Shares.
Controlling Persons
Acting through its general partner, Management, and in its capacity as
the general partner of Investments, Partners II has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of the Shares.
In its capacity as the general partner of Partners II, Management has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of the Shares.
Managers
In their capacity as controlling persons of Management, the Managers
have the sole power to vote or to direct the vote and to dispose or to direct
the disposition of the Shares.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Under an Investment Management Agreement with Montrose, Investments has
the sole power to vote or to direct the vote and to dispose or to direct the
Disposition of the Shares.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: September 26, 2000
HBK INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal
Authorized Signatory (1)
(1) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Investments L.P. was previously filed.
