SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/
FILED BY A PARTY OTHER THAN THE REGISTRANT / /
CHECK THE APPROPRIATE BOX:
/X/ PRELIMINARY PROXY STATEMENT
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
/ / DEFINITIVE PROXY STATEMENT
/ / DEFINITIVE ADDITIONAL MATERIALS
/ / SOLICITING MATERIAL PURSUANT TO 240.14A-11(C) OR 240.14A-12
NETTAXI.COM
-----------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
______________________________
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ NO FEE REQUIRED
/ / FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
_______________________________________
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
_______________________________________
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE
FILING FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):
_______________________________________
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
_______________________________________
(5) TOTAL FEE PAID:
_______________________________________
/ / FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.
<PAGE>
/ / CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER,
OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
(1) AMOUNT PREVIOUSLY PAID:
_______________________________________
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
_______________________________________
(3) FILING PARTY:
_______________________________________
(4) DATE FILED:
_______________________________________
<PAGE>
NETTAXI.COM
1696 DELL AVENUE
CAMPBELL, CALIFORNIA 95008
To The Stockholders:
The Board of Directors of Nettaxi.com, a Nevada corporation (the "Company")
is hereby seeking the approval of stockholders for a proposed amendment to the
Company's Articles of Incorporation by the solicitation of written consents in
lieu of a meeting of stockholders (the "Consent Solicitation"). No meeting of
stockholders is being held in connection with this Consent Solicitation.
In this Consent Solicitation, the stockholders are being asked to approve a
proposed amendment of the Company's Articles of Incorporation to increase the
number of authorized shares of Common Stock from 50,000,000 to 200,000,000 and
ratify the issuance of warrants, options and/or other convertible securities
which, if exercised or converted prior to the effectiveness of the proposed
amendment, would result in the issuance of Common Stock in excess of the
original authorized share limit of 50,000,000 shares. The Board of Directors
unanimously recommends that stockholders vote FOR the amendment authorizing the
increase.
The Consent Solicitation Statement on the following pages describes the
matters being presented to the stockholders in this Consent Solicitation.
The Board of Directors hopes that you will have your Common Stock
represented by signing, dating and returning your consent in the enclosed
envelope as soon as possible. If you submit a properly executed consent within
sixty (60) days of the delivery of the first dated consent delivered to the
Company (as such date may be extended by the Board of Directors), your Common
Stock will be voted in favor of the proposed amendment. Any other action by you
will have the practical effect of voting against the proposed amendment.
Robert A. Rositano, Jr.
Chief Executive Officer
April _, 2000
<PAGE>
NETTAXI.COM
1696 Dell Avenue
Campbell, California 95008
____________________
CONSENT SOLICITATION STATEMENT
April __, 2000
GENERAL INFORMATION
Information Regarding Consents
This Consent Solicitation Statement is furnished in connection with the
solicitation of stockholder consents by the Board of Directors of Nettaxi.com, a
Nevada corporation (the "Company"), in lieu of a meeting of stockholders, in
connection with a proposed amendment to the Company's Articles of Incorporation
(the "Consent Solicitation"). Only stockholders of record at the close of
business on March 31, 2000 (the "Record Date") will be entitled to submit a
consent. It is anticipated that this Consent Solicitation Statement and
accompanying consent will first be mailed to stockholders on or about April __,
2000.
The Company is incorporated in the State of Nevada and is therefore subject
to Title 7 of the Nevada Revised Statutes (the "NRS"). Section 78.320 of the NRS
permits the stockholders of the Company to take action without a meeting if
consents in writing, setting forth the action so taken, are signed by
stockholders holding at least a majority of the voting power of the Company. The
Board of Directors has determined that the minimum necessary votes must be
received by the Company within 60 days of the date of the first such written
consent; however, such date may be extended by the Board of Directors in its
sole discretion. Accordingly, if within 60 days following its receipt of the
first written consent approving the proposed amendment (unless such period is
extended), the Company receives executed consents approving the proposed
amendment from the holders of a majority of the issued and outstanding shares of
Common Stock, and those consents have not been revoked, the stockholders will be
deemed to have approved the proposed amendment. The Company intends to amend its
Articles of Incorporation as soon as practicable following the receipt of the
necessary consents.
All written consents received by the Company, regardless of when dated,
will expire unless valid, written, unrevoked consents constituting the necessary
vote for approval of the proposed amendment are received by the Company within
60 days of the date of the first such consent (unless such period is extended by
the Board of Directors). A consent executed by a stockholder may be revoked at
any time provided that a written, dated revocation is executed and delivered to
the Company on or prior to the time at which the Company receives written
consents sufficient to approve the proposed amendment. A revocation may be in
any written form validly signed by the stockholder as long as it clearly states
that the consent previously given is no longer effective. The revocation should
be sent to Glenn Goelz, Chief Financial Officer, Nettaxi.com, 1696 Dell Avenue,
Campbell, California 95008.
<PAGE>
The costs of solicitation of consents will be paid by the Company. In
addition to soliciting consents by mail, the Company's officers, directors and
other regular employees, without additional compensation, may solicit consents
personally or by other appropriate means. Banks, brokers, fiduciaries and other
custodians and nominees who forward consent soliciting material to their
principals will be reimbursed their customary and reasonable out-of-pocket
expenses.
Record Date and Voting Rights
Only stockholders of record of the Company's Common Stock as of the close
of business on March 31, 2000 (the "Record Date") will be entitled to submit
a consent on the accompanying form. On that date, there were listed as
outstanding 39,896,057 shares of Common Stock. Each share of Common Stock is
entitled to one vote in the Consent Solicitation. Consents evidencing a majority
of the shares entitled to vote are required in order to approve the proposed
amendment being submitted to the stockholders of the Company for approval in the
Consent Solicitation. To be counted toward the majority required for approval of
the proposed amendment, a consent must be delivered to the Company within 60
days of the delivery of the first dated consent (unless such period is extended
by the Board of Directors).
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of March 31, 2000,
relating to the beneficial ownership of the Company's Common Stock by (i) all
persons known by the Company to beneficially own more than 5% of the outstanding
shares of the Common Stock, (ii) each director and executive officer of the
Company, and (iii) all executive officers and directors of the Company as a
group.
The percentages of total shares of Common Stock set forth below assume that
only the indicated person or group has exercised options and warrants which are
exercisable within 60 days of March 31, 2000 and do not reflect the
percentage of Common Stock which would be calculated if all other holders of
currently exercisable options or warrants had exercised their securities.
<PAGE>
Unless otherwise indicated in the footnotes to the table, (1) the following
individuals have sole vesting and sole investment control with respect to the
shares they beneficially own and (2) unless otherwise indicated, the address of
each beneficial owner listed below is c/o Nettaxi.com, 1696 Dell Avenue,
Campbell, California 95008.
<PAGE>
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF
EXECUTIVE OFFICERS AND DIRECTORS: BENEFICIALLY OWNED CLASS
- ------------------------------------------- ------------------ -----------
<S> <C> <C>
Robert A. Rositano, Jr. 1,988,577 5.0%
- ------------------------------------------- ------------------ -----------
Dean Rositano 2,070,577 5.1%
- ------------------------------------------- ------------------ -----------
Glenn Goelz 143,333 *
- ------------------------------------------- ------------------ -----------
Robert Speicher 62,600 *
- ------------------------------------------- ------------------ -----------
Brian Stroh 122,284 *
- ------------------------------------------- ------------------ -----------
Andrew Garroni 225,000 *
- ------------------------------------------- ------------------ -----------
Ron R. Goldie 200,000 *
- ------------------------------------------- ------------------ -----------
All directors and executive officers as a 4,812,371 12.1%
group (7 Persons)
- ------------------------------------------- ------------------ -----------
OTHER 5% STOCKHOLDERS:
- ------------------------------------------- ------------------ -----------
Robert A. Rositano, Sr. 2,705,830 6.8%
- ------------------------------------------- ------------------ -----------
Janice Rose Rositano-Battistella, 1,738,018 4.3%
Trustee of the Janice Rose Rositano-
Battistella Trust
- ------------------------------------------- ------------------ -----------
<FN>
* Less than one percent.
</TABLE>
Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock options or warrants held by that person that are
currently exercisable or exercisable within 60 days of March 31, 2000
are deemed outstanding. Such shares, however, are not deemed outstanding for
the purposes of computing the percentage ownership of each other
person.
Robert A. Rositano Jr. and Dean Rositano are brothers.
The number of shares shown for Robert A. Rositano, Jr. includes 126,666
shares of common stock subject to options that are exercisable. Excludes
1,153,334 shares of common stock subject to options that will not be
exercisable within 60 days of March 31, 2000.
The number of shares shown for Dean Rositano includes 126,666 shares of
common stock subject to options that are exercisable within 60 days of
March 31, 2000. Excludes 1,153,334 shares of common stock subject to options
that will not be exercisable within 60 days of March 31, 2000.
The number of shares shown for Glen Goelz includes 143,333 shares of
common stock subject to options that will be exercisable within 60 days
of March 31, 2000. Excludes 416,667 shares of common stock subject to
options that will not be exercisable within 60 days of March 31,
2000.
<PAGE>
The number of shares shown for Robert Speicher includes 62,500 shares of
common stock subject to options that are exercisable within 60 days of
March 31, 2000. Excludes 437,500 shares of common stock subject to options
that will not be exercisable within 60 days of March 31, 2000.
The number of shares shown for Brian Stroh includes 16,000 shares of
common stock subject to options that are exercisable within 60 days of
March 31, 2000. Excludes 166,000 shares of common stock subject to options
that will not be exercisable within 60 days of March 31, 2000.
The number of shares shown for Andrew Garroni includes 150,000 shares of
common stock subject to options that are currently exercisable.
The number of shares shown for Ron Goldie includes 150,000 shares of common
stock subject to options that are currently exercisable.
The shares shown for Robert Rositano, Sr. were received as part of a
pro-rata distribution to the members of SSN Properties, LLC in April 1999. Mr.
Rositano is a managing member of SSN Properties and the father of Robert A.
Rositano, Jr. and Dean Rositano. Mr. Rositano's address is 14836 Three Oaks
Court, Saratoga, California 95070.
The shares shown for Janice Rose Rositano-Battistella, Trustee of the
distribution to the members of SSN Properties, LLC in April 1999. Ms.
Rositano-Battistella is the mother of Robert A. Rositano, Jr. and Dean
Rositano. Ms. Rositano-Battistella's address is 143 El Altillo Court, Los Gatos,
California 95030.
<PAGE>
PROPOSAL - APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION FOR INCREASE IN
AUTHORIZED NUMBER OF SHARES
General
The Company's Board of Directors has unanimously approved a resolution to
amend the Company's Articles of Incorporation to increase the authorized shares
of Common Stock from 50,000,000 to 200,000,000, and to ratify the issuance of
warrants, options and/or other convertible securities which, if exercised or
converted prior to the effectiveness of the proposed amendment, would result in
the issuance of Common Stock in excess of the original authorized share limit of
50,000,000 shares. The increase of authorized shares of Common Stock will be
effected by an amendment to the Company's Articles of Incorporation, and such
increase will become effective upon the filing of a Certificate of Amendment of
Articles of Incorporation with the Secretary of State of the State of Nevada in
the form of Exhibit "A" in this Consent Solicitation Statement.
Reasons for Increase of Authorized Shares
The number of shares of Common Stock listed and outstanding as of this
Consent Solicitation Statement is 39,896,057 which number is less than the
currently authorized 50,000,000 shares. However, over the last few months, the
Company has issued warrants, options, and convertible securities for financing
purposes ("Convertible Securities"), and if such Convertible Securities were
immediately converted into shares of Common Stock the number of outstanding
shares would increase to approximately __________.
Accordingly, an increase in the number of authorized shares of Common Stock
is necessary in order for the Company to satisfy its legal obligations to the
holders of the Convertible Securities. In addition, the Board of Directors has
determined that it would be in the best interests of the Company to further
increase the number of authorized shares of Common Stock to 200,000,000. The
Company believes that having such additional shares available for issuance will
enable the Company to take prompt action on such corporate opportunities as may
materialize in the future if the Board of Directors of the Company deems such
issuance to be in the best interest of the Company. The disadvantage of such
increase is that any additional issuances of Common Stock will dilute the
percentage of the Company owned by existing stockholders. The additional
California and Nevada franchise tax with respect to the additional shares is
minimal. Approval of this proposal will increase the number of shares of Common
Stock available for issuance by the Company to such 200,000,000 limit.
The Company is also requesting ratification of the issuance of the
Convertible Securities to the extent necessary to cover the Common Stock which
would become issuable if the holders of the Convertible Securities elected to
exercise or convert their Convertible Securities prior to the effectiveness of
the proposed amendment. Nevada corporate law indicates that an increase in the
authorized shares of a corporation does not become effective until the filing of
a Certificate of Amendment to the Articles of
<PAGE>
Incorporation; therefore, any issuances of Common Stock in excess of the number
authorized would not be effective. While the Company has not yet issued shares
of Common Stock in excess of the authorized amount, it has already received the
benefit of the consideration paid for the Convertible Securities and has
undertaken that shares of Common Stock to be issued upon exercise or conversion
of the Convertible Securities will be duly authorized. Accordingly, management
believes that it is in the best interest of the stockholders and the Company to
ensure that such Common Stock will be deemed to be validly issued and
outstanding following exercise of conversion of the Convertible Securities.
Recommendation and Vote
The Proposal must be approved by holders of a majority of the Company's
outstanding shares of Common Stock entitled to vote in the Consent Solicitation.
The Board recommends that the stockholders vote FOR approval of an increase
to the authorized number of shares and an amendment to the Articles of
Incorporation which provides for an increase for the authorized number of shares
of 50,000,000 to 200,000,000 shares of Common Stock reserved for issuance, and
the ratification of the issuance of the Convertible Securities.
ANNUAL REPORT ON FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(INCLUDING EXHIBITS) MAY BE OBTAINED BY STOCKHOLDERS WITHOUT CHARGE BY WRITING
TO: NETTAXI.COM, 1696 DELL AVENUE, CAMPBELL, CALIFORNIA 95008, ATTENTION:
CORPORATE SECRETARY.
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
NETTAXI.COM,
A NEVADA CORPORATION
I, Dean Rositano, the President and Secretary of NETTAXI.COM, do hereby certify:
1. That the Board of Directors of said corporation by unanimous written
consent dated as of March 31, 2000, adopted a resolution to amend the
original articles as follows:
Article VI is hereby amended to read, in its entirety, as follows:
"The Corporation is authorized to issue two classes of shares to be
designated respectively as common stock ("Common Stock") and preferred
stock ("Preferred Stock"). The total number of shares of stock that
the Corporation shall have authority to issue is Two Hundred and
One Million (201,000,000) shares, of which Two Hundred Million
(200,000,000) shares shall be Common Stock and One Million (1,000,000)
shares shall be Preferred Stock. The Board of Directors of the
corporation (the "Board of Directors") is hereby authorized to provide
for the issue of all or any of the remaining shares of the Preferred
Stock in one or more series, and to fix the number of shares and to
determine or alter, for each such series, such powers, designations,
preferences and relative participating, optional or other rights and
such qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions adopted by the
Board of Directors providing for the issue of such series and as may be
permitted by the law of the State of Nevada.
2. That the number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation at the time of the
adoption of this amendment was is 39,896,057.
3. That the said change(s) and amendment have been consented to and approved
by the required vote of the shareholders in accordance with Section 78.320(2) of
the Nevada Revised Statutes. The number of shares voting in favor of this
amendment was ____________, which constituted a majority of the shares
outstanding and entitled to vote thereon.
Dated: ______________, 2000 ________________________________
Dean Rositano
President and Secretary
<PAGE>
STATE OF: California )
) ss
COUNTY OF: Santa Clara )
On _________________, 2000, before me __________________________________,
personally appeared Dean Rositano / / personally known to me - OR - / / proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal,
_____________________ (Seal)
Signature of Notary
<PAGE>
[CONSENT - PRELIMINARY COPY]
ACTION BY MAJORITY WRITTEN CONSENT
OF STOCKHOLDERS OF
NETTAXI.COM,
A NEVADA CORPORATION
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, being a holder of record of Nettaxi.com, a Nevada
corporation (the "Corporation"), as of the close of business on February 28,
2000, hereby takes the following action, with respect to all stock of the
Corporation held by the undersigned, in connection with the solicitation by the
Board of Directors of the Corporation of written consents, pursuant to Section
78.320 of the Nevada Revised Statutes, to the amendment of the Articles of
Incorporation of the Corporation described in the Company's Consent Solicitation
Statement dated April _, 2000, without a meeting:
(Place an "X" in the appropriate box)
The Board of Directors recommends that Stockholders CONSENT to the proposed
amendment.
CONSENT [ ] CONSENT WITHHELD [ ] ABSTAIN [ ]
If no box is marked with respect to the action described above, the
undersigned will be deemed to have consented to the proposed amendment.
Dated: _________________, 2000
_____________________________
Signature(s)
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and others signing in a representative capacity should
include their names and the capacity in which they sign.
<PAGE>
