UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2000
NETTAXI.COM
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(Exact name of registrant as specified in its charter)
000-26109
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(Commission File Number)
Nevada 82-0486102
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1696 Dell Avenue, Campbell, CA 95008
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(Address of Principal Executive Offices Including Zip Code)
Registrant's telephone number, including area code: (408) 879-9880
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ITEM 5. OTHER EVENTS
As permitted by General Instruction F to Form 8-K, the Registrant
incorporates by reference the information contained in the press release which
is filed as an Exhibit to this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following Exhibits are attached hereto and incorporated
herein by reference:
Exhibit Number Description of Exhibit
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99.1 Press Release dated May 4, 2000
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NETTAXI.COM
Date: May 8, 2000 By: /s/ Robert A. Rositano, Jr.
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Robert A. Rositano, Jr.,
Chief Executive Officer
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EXHIBIT 99.1
NETTAXI.COM RESOLVES ROSE GLEN LITIGATION
Campell, Calif. - (Buisiness Wire) - May 5, 2000 - Nettaxi.com
(OTCBB:NTXY) announced today the resolution of its litigation with Rose Glen.
The parties have agreed to a settlement whereby all litigation will be
dismissed, and Rose Glen will exchange its debentures for 1.75 million shares of
Nettaxi common stock and warrants to purchase 2.2 million shares of Nettaxi
common stock. The warrants will be exercisable for five years, at a fixed
exercise price of $1.50 per share. Pending effectiveness of a new registration
statement to be filed by Nettaxi registering the resale by Rose Glen of the
shares of common stock to be issued in the settlement, the shares of common
stock underlying the warrants to be issued in the settlement and the shares of
common stock underlying the warrants to purchase 150,000 shares of common stock
previously issued to Rose Glen, the Debenture will continue to be convertible at
a fixed price of $1.42 and any shares issued upon such conversions will be
subtracted from the 1.75 million shares to be issued in the settlement. Rose
Glen has also agreed to certain restrictions in the trading of Nettaxi
securities. Nettaxi and Rose Glen have also executed mutual general releases.
Since the commencement of the litigation by Nettaxi, Nettaxi has discovered
no reliable evidence supporting its allegations regarding Rose Glen's conduct,
as set forth in Nettaxi's complaint. In fact, the reliable evidence supports
Rose Glen's sworn declaration that Rose Glen did not sell short Nettaxi's common
stock at any time, and that Rose Glen did not in any way manipulate the price of
Nettaxi's common stock. Nettaxi also recognizes that its complaint did not
acknowledge that subsequent to Rose Glen's initial investment in Nettaxi of $5
million, Rose Glen, at Nettaxi's request, invested additional amounts,
aggregating $3.9 million (for which it received stock and warrants), and
executed waivers on two occasions, that enabled Nettaxi to seek capital from
other sources during periods when there would otherwise have been contractual
limitations on the company's right to issue equity. Given the foregoing, and
the agreements of the parties to resolve all their disputes in an amicable
manner, Nettaxi and Rose Glen have agreed to withdraw their respective
allegations as part of an overall settlement.
Nettaxi regrets any misunderstandings that led to the commencement of
litigation between the parties. It has agreed with Rose Glen to promptly
dismiss all litigation between the parties, in California and Delaware, and to
resolve all related claims. Nettaxi has also agreed to reimburse Rose Glen for
the legal fees it incurred in connection with the litigation.
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