-----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, HXo1t0hVeAN7OdDHeBNbuY3WY1D2SBp/5LjsDGAGSBymAymCsZaZQ8jGKW7hW8no t/HcIc471YFkk6PPsCGapw== 0001015402-02-001144.txt : 20020415 0001015402-02-001144.hdr.sgml : 20020415 ACCESSION NUMBER: 0001015402-02-001144 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020408 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETTAXI INC CENTRAL INDEX KEY: 0001084876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 820486102 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26109 FILM NUMBER: 02604847 BUSINESS ADDRESS: STREET 1: 1696 DELL AVE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4088799880 8-K 1 doc1.txt 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 8, 2002 NETTAXI.COM ----------- (Exact name of registrant as specified in its charter) 000-26109 --------- (Commission File Number) Nevada 82-0486102 ------ ---------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1875 South Bascom Ave., No. 116, Campbell, CA 95008 --------------------------------------------------------- (Address of Principal Executive Offices Including Zip Code) Registrant's telephone number, including area code: (408) 374-1168 -------------- ITEM 5. OTHER EVENTS At a special meeting of its shareholders on April 5, 2002, the shareholders of Nettaxi.com approved of the proposed merger with RAE Systems Inc. The closing of the transaction remains subject to the filing of appropriate documentation with various government agencies and the final resolution of certain contingencies as described in more detail in the press release, a copy of which is filed as an exhibit hereto, and which information is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. 99.1 Press Release dated April 8, 2002, in connection with the announcement of the shareholder approval. 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: April 8, 2002 By: /s/Robert A. Rositano, Jr. ---------------------------- Robert A. Rositano, Jr. Chief Executive Officer EX-99.1 3 doc2.txt EXHIBIT 99.1 Shareholders of Nettaxi.com Approve of Proposed Merger with RAE Systems Inc. Campbell, California, April 8, 2002 - Nettaxi.com (OTC BB: NTXY), a community and portal web site today announced that its shareholders approved of its proposed merger with RAE Systems Inc. at the company's special meeting held on April 5, 2002. "We are very pleased with the positive response of our shareholders and we are working hard to complete the transaction as soon as possible." said Robert A. Rositano, Jr. CEO of Nettaxi. The closing of the transaction remains subject to the filing of appropriate documentation with various government agencies and the final resolution of certain contingencies described in the merger agreement. ABOUT NETTAXI.COM Nettaxi.com is an Internet portal with a range of services and content. Nettaxi offers members access to broadband content featuring sports, movie clips, movie trailers and other forms of entertainment. Nettaxi has been seeking a strategic acquisition of a new and profitable business model that could potentially increase shareholder value. Nettaxi is found on the Web at www.nettaxi.com. ----------------------- --------------- ABOUT RAE SYSTEMS RAE Systems Inc. was established in 1991. RAE Systems is recognized as a leading manufacturer of technologically advanced single and multiple sensor atmospheric monitors, photo-ionization detectors, gas detection tubes, sampling pumps, and wirelessly connected gas detection and security monitoring systems. Based in the heart of "Silicon Valley", RAE Systems is a progressive, high-tech company with manufacturing and distribution networks spanning the entire globe. SAFE HARBOR STATEMENT The matters discussed in this communication include forward-looking statements such as statements relating to our ability to successfully complete the transactions contemplated by the merger agreement and statements relative to the merger regarding whether the merger will add value to our business. These forward looking statements are subject to various risks, uncertainties, and other factors that could cause actual results to vary materially from the results anticipated in such forward-looking statements. Such risks and uncertainties include, but are not limited to the possibility that we will be unable to close the transaction contemplated. The inability to accurately predict the success of our combined companies and other risks are detailed from time to time in our filings with the Securities and Exchange Commission represents our judgment as of the date of this release. We disclaim any intent or obligation to update these forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----