-----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, U11fJQ9z+dOqfGkvukuTjXbRnLPoPErvdPF/Jodw0WrURuV59fSpGnKvehFAMne4 MeiBg/E/ubNj9F0O+eY7KA== 0001125282-01-000731.txt : 20010228 0001125282-01-000731.hdr.sgml : 20010228 ACCESSION NUMBER: 0001125282-01-000731 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010227 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58813 FILM NUMBER: 1555740 BUSINESS ADDRESS: STREET 1: 1696 DELL AVE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4088799880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER MICHAEL CENTRAL INDEX KEY: 0001133352 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BAYTREE CAPITAL ASSOCIATES INC STREET 2: 40 WALL ST SUITE 58 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2125041700 MAIL ADDRESS: STREET 1: C/O BAYTREE CAPITAL ASSOCIATES INC STREET 2: 40 WALL ST SUITE 58 CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 0001.txt AMENDMENT TO STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 NETTAXI.COM, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value Per Share ---------------------------------------- (Title of Class of Securities) 64115G102 ---------------------------------------- (CUSIP Number) Michael Gardner, c/o Baytree Capital Associates, LLC, 40 Wall Street, 58th floor, New York, NY 10005 (212) 509-1700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 14, 2000 ---------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). SCHEDULE 13D/A CUSIP No. 64115G102 Page 2 of 4 Page - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael Gardner SS# ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /x/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- Number of 7 SOLE VOTING POWER Shares Owned 2,914,600 of 2,914,600 shares beneficially By Each owned in the aggregate Reporting Person With --------------------------------------------------------- 8 SHARED VOTING POWER Not applicable --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,914,600 of 2,914,600 shares beneficially owned in the aggregate --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Not applicable - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,914,600 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.55% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 1 Item 1. Security and Issuer. This statement on Schedule 13D/A (the "Statement") relates to the common stock, $0.001 par value per share of Netttaxi.com, Inc. a Nevada corporation, with its principal executive offices at 1696 Dell Avenue, Campbell, CA 95008. Item 2. Identity and Background. This Statement is being filed by Michael Gardner, whose business address is 40 Wall Street, 58th floor, New York, NY 10005 c/o Baytree Capital Associates, LLC. During the last five years Mr. Gardner has not (i) been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Mr. Gardner is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. All purchases of common stock of Nettaxi.com, Inc. made by Mr. Gardner were made using personal funds. As of the Date of Event which required the filing of this Statement, December 14, 2000, Mr. Gardner had used approximately $1,644,650 of his personal funds to purchase Nettaxi.com, Inc. common stock. Subsequent to December 14, 2000 and as of February 23, 2001, Mr. Gardner has used approximately $50,377 of his personal funds to purchase 275,000 additional shares of Nettaxi.com, Inc. common stock. No other funds or other consideration were used in making such purchases. On October 30, 2000, Mr. Gardner acquired warrants to purchase 350,000 shares of Nettaxi.com, Inc. common stock for $.35 per share. The aforementioned warrants were granted on October 30, 2000 in connection with services rendered by Mr. Gardner pursuant to a consulting agreement by and between Mr. Gardner and Nettaxi.com, Inc (see Item 6 below). Item 4. Purpose of Transaction. All Nettaxi.com, Inc. securities owned by Mr. Gardner have been acquired by Mr. Gardner for investment purposes only. Item 5. Interest in Securities of the Issuer. As of the Date of the Event which required the filing of this Statement, December 14, 2000, Mr. Gardner owned 1,209,800 shares of Nettaxi.com, Inc. common stock and warrants to purchase 1,079,800 shares of Nettaxi.com, Inc. common stock, exercisable as of February 28, 2000, at an exercise price of $4.00 per share and 350,000 warrants to purchase Nettaxi.com, Inc. common stock, exercisable as of October 30, 2000, at an exercise price of $.35 per share. The Nettaxi.com, Inc. securities owned by Mr. Gardner as of Decmber 14, 2000 represented approximately 6.0% of the issued and outstanding shares of Nettaxi.com, Inc. common stock. Since December 14, 2000 and as of February 23, 2001, Mr. Gardner has acquired an additional 275,000 shares of Nettaxi.com, Inc. 2 common stock. Mr. Gardner's current ownership of Nettaxi.com, Inc. securities represents approximately 6.5% of the issued and outstanding shares of Nettaxi.com, Inc. common stock. Mr. Gardner had sole power to vote and dispose of each of the 1,484,800 shares of Nettaxi.com, Inc. common stock beneficially owned by him and the sole power to dispose of the 1,429,800 warrants to purchase Nettaxi.com, Inc. common stock held in Mr. Gardner's name. In the sixty days prior to the date of this filing Mr. Gardner engaged in the following transactions involving Nettaxi.com, Inc. common stock: (A) On December 13, 2000, Mr. Gardner Purchased 80,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .1833. The purchase was effected through a brokerage account held in Mr. Gardner's name. (B) On December 14, 2000, Mr. Gardner Purchased 50,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .2056 The purchase was effected through a brokerage account held in Mr. Gardner's name. (C) On December 18, 2000, Mr. Gardner Purchased 40,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .2105 The purchase was effected through a brokerage account held in Mr. Gardner's name. (D) On December 20, 2000, Mr. Gardner Purchased 60,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .2005 The purchase was effected through a brokerage account held in Mr. Gardner's name. (E) On December 21, 2000, Mr. Gardner Purchased 50,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .1856 The purchase was effected through a brokerage account held in Mr. Gardner's name. (F) On December 21, 2000, Mr. Gardner Purchased 10,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .1750 The purchase was effected through a brokerage account held in Mr. Gardner's name. (G) On December 28, 2000, Mr. Gardner Purchased 50,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .1606 The purchase was effected through a brokerage account held in Mr. Gardner's name. (H) On December 28, 2000, Mr. Gardner Purchased 50,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .1556 The purchase was effected through a brokerage account held in Mr. Gardner's name. (I) On December 29, 2000, Mr. Gardner Purchased 5,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .1500 The purchase was effected through a brokerage account held in Mr. Gardner's name. 3 The purchase was effected through a brokerage account held in Mr. Gardner's name. (J) On January 5, 2001, Mr. Gardner Purchased 5,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .2000 The purchase was effected through a brokerage account held in Mr. Gardner's name. (K) On January 8, 2001, Mr. Gardner Purchased 5,000 shares of Nettaxi.com, Inc. common stock at a purchase price of .1800 The purchase was effected through a brokerage account held in Mr. Gardner's name. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On October 30, 2000, Mr. Gardner entered into a consulting agreement with Nettaxi.com, Inc. whereby Mr. Gardner agreed to render consulting advice to Nettaxi.com, Inc. with respect to financial, corporate and general business development matters (the "Consulting Agreement"). In consideration for services rendered by Mr. Gardner pursuant to the Consulting Agreement, Nettaxi.com, Inc. issued to Mr. Gardner warrants to purchase 350,000 shares of Nettaxi.com, Inc. common stock at an exercise price of $.35 per share. Item 7. Material to be Filed as Exhibits. Attached hereto is Exhibit 1, the Consulting Agreement by and between Mr. Gardner and Nettaxi.com, Inc. dated October 30, 2000. SIGNATURE 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. Date: February 23, 2001 /s/ Michael Gardner ------------------- Michael Gardner 4 EX-99.1 2 0002.txt CONSULTING AGREEMENT CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into on the date written below by and between Nettaxi.com, a Nevada corporation (the "Company"), with offices located at 1696 Dell Avenue, Campbell, CA 95008 and Michael Gardner ("Consultant") having a place of business at 40 Wall Street 58th Floor, New York, New York 10005. RECITALS A. The Company is a leading provider of online community and e-commerce services for consumers and businesses. B. Consultant has certain skills, experience and abilities with respect to the Company's business and planned operations and strategic focus. C. The Company desires to retain Consultant as an independent contractor to perform consulting services (the "Services") for the Company from time to time and Consultant is willing to perform such services, on the basis set forth more fully below. AGREEMENT NOW THEREFORE, in consideration of the mutual promises contained herein, the Company and Consultant agree as follows: 1. Services. Consultant agrees to perform the Services described in Exhibit A hereto according to the schedule of work set forth therein. Consultant agrees that the terms of this Agreement will apply to all Services performed by Consultant for the Company even if Exhibit A has not been amended to include same. 2. Payment for Services. The Company shall issue to Consultant warrants to purchase an aggregate of 350,000 shares of the Company's Common Stock, at an exercise price of $0.35 per share (the "Warrants"), pursuant to the terms and conditions of the Warrant Agreement attached hereto as Exhibit B. 3. Relationship of Parties. Consultant shall perform the Services under the general direction of the Company and agrees to devote his best efforts to the Services and to the reasonable satisfaction of the Company. Notwithstanding, Consultant shall determine, in Consultant's sole discretion, the manner and means by which the Services are accomplished, subject to the express condition that Consultant shall at all times comply with applicable law. Consultant is an independent contractor and Consultant is not an agent or employee of the Company, and has no authority whatsoever to bind the Company by contract or otherwise. 4. Taxes and Benefits. Consultant acknowledges and agrees that it shall be the obligation of Consultant to report as income all compensation received by Consultant pursuant to this Agreement and Consultant agrees to indemnify the Company and hold it harmless to the extent of any obligation imposed on the Company to pay any taxes or insurance, including without limitation, withholding taxes, social security, unemployment, or disability insurance, including interest and penalties thereon, in connection with any payments made to Consultant by the Company pursuant to this Agreement. 5. Inventions. All inventions, discoveries, concepts and ideas whether patent able or not, including but not limited to hardware, software, processes, methods, techniques as well as improvements thereto conceived (collectively referred to as "Developments"), made, conceived or developed by Consultant and his agents, alone or with others, which (i) result from or relate to the Services; (ii) which Consultant or his agents may receive from the Company while performing the Services; or (iii) result from use of the Company's equipment, facilities or materials shall be property of the Company. Consultant hereby assigns his entire right, title and interest in and to all such Developments and any intellectual property rights arising therefrom. Consultant shall further cooperate with the Company in connection with any applications, filings or documents prepared and or filed related to the Developments. However, the Company shall have no rights to any products or information owned or developed by Consultant or his suppliers prior to the execution of this Agreement or modifications to such products or information in connection with the Services. 6. Confidentiality. Consultant and his agents agree to hold the Company's Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. Consultant and his agents further agree to deliver promptly all Confidential Information in Consultant's or its agents possession to the Company at any time upon the Company's request. For purposes hereof, "Confidential Information" shall include all confidential and proprietary information disclosed by the Company including but not limited to software source code, technical and business information relating to the Company's current and proposed products, research and development, production, manufacturing and engineering processes, costs, profits or margin information, finances, customers, suppliers, marketing and production, personnel and future business plans. "Confidential Information" also includes proprietary or confidential information of any third party who may disclose such information to the Company or Consultant and his agents in the course of the Company's business. The above obligations shall not apply no Confidential Information which is already know to the Consultant or his agents at the time it is disclosed, or which before being divulged either (a) has become publicly known through no wrongful act of the Consultant or his agents; (b) has been rightfully received from a third party without restriction on disclosure and without breach of this Agreement or other agreements entered into by the Company; (c) has been independently developed by the Consultant or his agents; (d) has been approved for release by written authorization of the Company; or (e) has been disclosed pursuant to a requirement of a governmental agency or of law. 7. Termination. This Agreement shall commence on the date first written below and shall continue until terminated as follows: (a) Either party may terminate the Agreement in the event of a breach by the other party of any of its obligations contained herein if such breach continues incurred for a period of ten (10) days after written notice of such breach to the other party; (b) Either party may terminate this Agreement upon written notice to the other party if either party is adjudicated bankrupt, files a voluntary petition of bankruptcy, makes a general assignment for the benefit of creditors, is unable to meet its obligations in the normal course of business as they fall due or if a receiver is appointed on account of insolvency; (c) Either party may terminate this Agreement for its convenience upon ten (10) days written notice to the other if there are no outstanding Services to be performed. Upon the termination of this Agreement for any reason, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination shall not relieve Consultant or the Company of their obligations under Section 4 ("Taxes and Benefits"), Section 5 ("Inventions"), Section 6 ("Confidentiality") and Section 8 ("General"), nor shall any such termination relieve Consultant or the Company from any liability arising from any breach of this Agreement. 8. General. (a) Pre-Existing Obligations. Consultant represents and warrants that Consultant is not under any pre-existing obligation or obligations inconsistent with the provisions of this Agreement. (b) Assignment. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, executors and administrators, as the case may be, provided that, as the Company has contracted for Consultant's services, Consultant may not assign or delegate its obligations under this Agreement either in whole or in part without the prior written consent of the Company. (c) Equitable Relief. Because the Services are personal and unique and because Consultant shall have access to and become acquainted with the Confidential Information of the Company, Consultant agrees that the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or any other equitable relief without prejudice to any other rights and remedies that the Company may have for the breach of this Agreement. (d) Attorney's Fees. If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. (e) Governing Law Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of California as such laws are applied to Agreements to be entered into and to be performed entirely within California between California (f) Counterpart. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which shall be one and the same instrument. (g) Complete Understanding Modification. This Agreement constitutes the full and complete understanding and Agreement of the parties hereto and supersedes all prior understandings and agreements. Any waiver, modification or amendment of any provision of this Agreement shall be effective only in writing and signed by the parties thereto. (h) Waiver. The failure of either party to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time be deemed a waiver or relinquishment of that right or power for all of any other time. (i) Incorporation by Reference. Any exhibits referred to within this Agreement shall be considered as incorporated into, and part of, this Agreement. (j) Notices. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing and shall be by personal delivery, facsimile transmission or certified or registered mail. Such notice shall be deemed given upon personal delivery to the appropriate address or upon receipt of electronic transmission or, if sent by certified or registered mail, three days after the date of the mailing. IN WITNESS WHEREOF, the parties hereto have signed the Agreement as of the date written below. COMPANY: CONSULTANT: NETTAXI.COM Michael Gardner ---------------- Print Name By: /s/ Robert Rositano, Jr. ------------------------ /s/ Michael Gardner ------------------- Signature Date: October 30, 2000 Date: October 30, 2000 ---------------- ----------------- EXHIBIT A Services to be Provided Consultant shall render such services as the Company may from time to time request in connection with the evaluation of specific strategic partnerships, investments or acquisitions for the Company, including, without limiting the generality of the foregoing: (1) Activeworlds. (2) Nettoaster (3) Crystal Technologies -----END PRIVACY-ENHANCED MESSAGE-----