-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LC9+k/ELRZYDYkorZGQMaVGjp2SjH8Iimc+HkGC8gtptNYfUg/OCpQ9bjvCCT84E ywIzbR5Aw+OhJIy59DTZ6A== /in/edgar/work/0001011443-00-000029/0001011443-00-000029.txt : 20000928 0001011443-00-000029.hdr.sgml : 20000928 ACCESSION NUMBER: 0001011443-00-000029 CONFORMED SUBMISSION TYPE: SC 13G/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000926 GROUP MEMBERS: HBK INVESTMENTS L P GROUP MEMBERS: HBK INVESTMENTS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETTAXI INC CENTRAL INDEX KEY: 0001084876 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 820486102 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-58813 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 1696 DELL AVE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4088799880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBK INVESTMENTS L P CENTRAL INDEX KEY: 0001011443 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 752622581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT CT STREET 2: STE 700 CITY: DALLAS STATE: TX ZIP: 75201 MAIL ADDRESS: STREET 1: 300 CRESCENT CT STREET 2: STE 700 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 0001.txt 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----