NETVANTAGE INC
DEFA14A, 1998-09-03
COMPUTER COMMUNICATIONS EQUIPMENT
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           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:

[_]  Preliminary Proxy Statement         [_]  CONFIDENTIAL, FOR USE OF THE
                                              COMMISSION ONLY (AS PERMITTED BY
                                              RULE 14A-6(E)(2))

[_]  Definitive Proxy Statement 

[X]  Definitive Additional Materials 

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                               Netvantage, Inc.
- --------------------------------------------------------------------------------
               (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):

[_]  No fee required

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

   
     (1) Title of each class of securities to which transaction applies:

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     (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:

     -------------------------------------------------------------------------

[X]  Fee paid previously with preliminary materials.
     
[_]  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:

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Notes:
<PAGE>
 
                               NETVANTAGE, INC.
                     201 CONTINENTAL BOULEVARD, SUITE 201
                         EL SEGUNDO, CALIFORNIA  90245

                                                               September 3, 1998


                              IMPORTANT REMINDER
                              __________________


DEAR STOCKHOLDER:

     We have not yet received your proxy for the Special Meeting to be held on
Friday, September 25, 1998. NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN, YOUR
VOTE IS IMPORTANT.

     At the Special Meeting you will be asked to consider and vote upon a 
proposal to approve an Agreement and Plan of Merger which provides for 
NetVantage's acquisition by Cabletron Systems, Inc.  Your Board of Directors 
unanimously recommends that you vote FOR the proposal.

     PLEASE TAKE THE TIME TODAY TO SIGN, DATE AND RETURN THE ENCLOSED DUPLICATE 
PROXY IN THE POSTAGE PAID ENVELOPE AS SOON AS POSSIBLE.  If you need another 
copy of the Proxy Statement/Prospectus or have any questions, please contact the
firm of MacKenzie Partners, Inc., which is assisting us with the solicitation of
proxies, at (800) 322-2885.

     Your prompt attention to this important matter will save our company 
additional solicitation expense.

                                   Sincerely,

                                   /s/ Stephen R. Rizzone

                                   Stephen R. Rizzone
                                   Chairman of the Board, President and
                                   Chief Executive Officer

        
 















   





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