S-8 1 doc1.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 2002 REGISTRATION NO. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ NETTAXI.COM ----------- (Exact Name of Registrant as Specified in Its Charter) NEVADA 7370 82-0486102 (State or Other Jurisdiction of (Primary Standard (I.R.S. Employer Incorporation or Organization) Industrial Identification Number) Classification Code) 1875 S. Bascom Avenue No. 116 CAMPBELL, CALIFORNIA 95008 (408) 879-9880 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Executive Offices) Warrant Agreements to Purchase Common Stock ROBERT A. ROSITANO, JR. DEAN ROSITANO NETTAXI.COM 33 FIRST STREET CAMPBELL, CALIFORNIA 95008 (408) 879-9880 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Agents for Service) ____________________ COPY TO: JAMES C. CHAPMAN, ESQ. SILICON VALLEY LAW GROUP 152 NORTH THIRD STREET, SUITE 900 SAN JOSE, CALIFORNIA 95112 (408) 286-6100 If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] 1
CALCULATION OF REGISTRATION FEE TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF SECURITIES REGISTERED MAXIMUM MAXIMUM REGISTRATION TO BE OFFERING AGGREGATE FEE REGISTERED PRICE OFFERING PRICE PERUNIT --------------- ----------------- ---------- ---------------- -------------- COMMON STOCK, 350,000 SHARES $ 0.35 (1) $ 122,500 (1) $ 30.63 (1) .001 PAR VALUE --------------- ----------------- ---------- ---------------- -------------- COMMON STOCK, 1,500,000 SHARES $ 0.13 (1) $ 195,000 (1) $ 48.75 (1) .001 PAR VALUE --------------- ----------------- ---------- ---------------- -------------- COMMON STOCK, 2,000,000 SHARES $ 0.20 (1) $ 400,000 (1) $ 100.00 (1) .001 PAR VALUE --------------- ----------------- ---------- ---------------- -------------- COMMON STOCK, 9,922,500 SHARES $ 0.21 (1) $ 2,083,725(1) $ 520.93 (1) .001 PAR VALUE --------------- ----------------- ---------- ---------------- -------------- TOTAL 13,772,500 SHARES $ 2,801,225 $ 700.31 --------------- ----------------- ---------- ---------------- --------------
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(g). ____________________ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in this Part I are being separately provided to the Registrant's employees, officers, directors and consultants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this registration statement: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2001. (b) The description of Common Stock contained in the section of the Registrant's prospectus dated August 2, 2000 filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, entitled "Description of Capital Stock". In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Nevada Private Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to: - any action or suit by or in the right of the corporation against expenses, including amounts paid in settlement and attorneys' fees, actually and reasonably incurred, in connection with the defense or settlement believed to be in, or not opposed to, the best interests of 3 the corporation, except that indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation; and - any other action or suit or proceeding against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred, if he or she acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, reasonable cause to believe his or her conduct was unlawful. To the extent that a director, officer, employee or agent has been "successful on the merits or otherwise" the corporation must indemnify such person. The articles of incorporation or bylaws may provide that the expenses of officers and directors incurred in defending any such action must be paid as incurred and in advance of the final disposition of such action. The Nevada Private Corporation Law also permits the corporation to purchase and maintain insurance on behalf of the corporation's directors and officers against any liability arising out of their status as such, whether or not the corporation would have the power to indemnify him against such liability. These provisions may be sufficiently broad to indemnify such persons for liabilities arising under the Securities Act. Our articles of incorporation include a provision eliminating the personal liability of directors for breach of fiduciary duty except that such provision will not eliminate or limit any liability which may not be so eliminated or limited under applicable law. We have entered into indemnification agreements with our directors and officers. These agreements are filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2001. These agreements provide, in general, that the Registrant will indemnify such directors and officers for, and hold them harmless from and against, any and all amounts paid in settlement or incurred by, or assessed against, such directors and officers arising out of or in connection with the service of such directors and officers as a director or officer of the Registrant or its affiliates to the fullest extent permitted by Nevada law. We maintain liability insurance for our directors and officers covering, subject to exceptions, any actual or alleged negligent act, error, omission, misstatement, misleading statement, neglect or breach of duty by such directors or officers, individually or collectively, in the discharge of their duties in their capacity as directors or officers of the Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4 The following Exhibits are filed as a part of this registration statement: Exhibit Number Description of Exhibit -------------- ------------------------ 4.6 Warrant Agreement to Purchase Common Stock dated as of April 7, 2001 by and among the Registrant and Mr. Justin Hirsch 4.7 Warrant Agreement to Purchase Common Stock dated as of October 30, 2000 by and among the Registrant and Mr. Michael Gardner 4.8 Warrant Agreement to Purchase Common Stock dated as of April 3, 2002 by and among the Registrant and Mr. Michael Gardner 4.9 Warrant Agreement to Purchase Common Stock dated as of January 9, 2002 by and among the Registrant and Mr. Robert A. Rositano, Jr. 4.10 Warrant Agreement to Purchase Common Stockdated as of January 9, 2002 by and among the Registrant and Mr. Dean Rositano 5.1 Opinion of Silicon Valley Law Group 23.1 Consent of Silicon Valley Law Group (included in Exhibit 5.1) 23.2 Consent of BDO Seidman, LLP 24.1 Power of Attorney (see page 7). ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 5 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Campbell, State of California, on April 8, 2002. NETTAXI.COM By: /s/ ROBERT A. ROSITANO, Jr. ------------------------------- Robert A. Rositano, Jr. Chief Executive Officer POWER OF ATTORNEY Each director and/or officer of the Registrant whose signature appears below hereby appoints Robert A. Rositano and Dean Rositano, and each of them severally, as his attorney-in-fact, to sign in his name and behalf, in any and all capacities stated below, and to file with the Commission any and all amendments, including post-effective amendments, to this registration statement, and the Registrant hereby also appoints each such person as its attorney-in-fact with like authority to sign and file any such amendments in its name and behalf. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ ROBERT A. ROSITANO, JR Chief Executive Officer, April 8, 2002 -------------------------- Secretary, Director Robert A. Rositano, Jr. /s/ DEAN ROSITANO President, Chief Operating April 8, 2002 -------------------------- Officer, Interim Chief Dean Rositano. Financial Officer, Director /s/ ANDREW GARRONI Director April 8, 2002 -------------------------- Andrew Garroni 7 EXHIBIT INDEX Exhibit Number Description of Exhibit -------------- ------------------------ 4.6 Warrant Agreement to Purchase Common Stock dated as of April 7, 2001 by and among the Registrant and Mr. Justin Hirsch 4.7 Warrant Agreement to Purchase Common Stock dated as of October 30, 2000 by and among the Registrant and Mr. Michael Gardner 4.8 Warrant Agreement to Purchase Common Stock dated as of April 3, 2002 by and among the Registrant and Mr. Michael Gardner 4.9 Warrant Agreement to Purchase Common Stock dated as of January 9, 2002 by and among the Registrant and Mr. Robert A. Rositano, Jr. 4.10 Warrant Agreement to Purchase Common Stock dated as of January 9, 2002 by and among the Registrant and Mr. Dean Rositano 5.1 Opinion of Silicon Valley Law Group 23.1 Consent of Silicon Valley Law Group (included in Exhibit 5.1) 23.2 Consent of BDO Seidman, LLP 24.1 Power of Attorney (see page II-2). 8