AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
____________________
NETTAXI, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 82-0486102
(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
1696 DELL AVENUE
CAMPBELL, CALIFORNIA 95008
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
____________________
Securities Act registration statement file number to which this form relates:
333-78129
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class)
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Item 1. Description of the Registrant's Securities to be Registered.
This Registration Statement relates to the Common Stock, par value $0.001
per share, of Nettaxi, Inc. (the "Registrant"). Reference is made to the
information set forth under the caption "Description of Capital Stock" in
Registrant's Registration Statement on Form S-1 (File No. 333-78129) as
originally filed with the Securities and Exchange Commission on May 7, 1999, and
as subsequently amended (the "Registration Statement"), and in the Prospectus
included as part of the Registration Statement, which information is
incorporated herein by reference.
Item 2. Exhibits
The following exhibits are filed herewith or incorporated herein by
reference:
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ---------------------------------------------------------------------------
<C> <S>
3.1 Articles of Incorporation of the Company (incorporated herein by reference
to Exhibit 3.1 to the Registration Statement)
3.2 Certificate of Amendment to the Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.2 to the Registration
Statement)
3.3 By-Laws of the Company (incorporated herein by reference to Exhibit 3.3 to
the Registration Statement)
4.1 Specimen Common Stock Certificate of the Company (incorporated herein
by reference to Exhibit 4.1 to the Registration Statement)
4.2 Convertible Debenture dated March 31, 1999 in favor of RGC International
Investors, LDC (incorporated herein by reference to Exhibit 4.3 to the
Registration Statement)
99.1 The description of the Registrant's Common Stock set forth under the
caption "Description of Capital Stock" on pages 77-84 of the Prospectus
included in the Registration Statement.
</TABLE>
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: May 17, 1999
NETTAXI, INC.
By: /s/ ROBERT A. ROSITANO, Jr.
- ------------------------------------
Robert A. Rositano, Jr.
Chief Executive Officer
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EXHIBIT INDEX
The following Exhibits are attached hereto and incorporated herein by reference:
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- -------------------------------------------------------------------------------
<C> <S>
3.1 Articles of Incorporation of the Company (incorporated herein by reference to
Exhibit 3.1 to the Registration Statement)
3.2 Certificate of Amendment to the Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.2 to the Registration Statement)
3.3 By-Laws of the Company (incorporated herein by reference to Exhibit 3.3 to
the Registration Statement)
4.1 Specimen Common Stock Certificate of the Company (incorporated herein by
reference to Exhibit 4.1 to the Registration Statement)
4.2 Convertible Debenture dated March 31, 1999 in favor of RGC International
Investors, LDC (incorporated herein by reference to Exhibit 4.3 to the
Registration Statement)
99.1 The description of the Registrant's Common Stock set forth under the caption
"Description of Capital Stock" on pages 77-84 of the Prospectus included in
the Registration Statement.
</TABLE>
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