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): January 9, 2002
NETTAXI.COM
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(Exact name of registrant as specified in its charter)
000-26109
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(Commission File Number)
Nevada 82-0486102
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1875 South Bascom Ave., No. 116, Campbell, CA 95008
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(Address of Principal Executive Offices Including Zip Code)
Registrant's telephone number, including area code: (408) 879-9880
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ITEM 5. OTHER EVENTS
On January 9, 2002 Nettaxi.com executed a definitive merger agreement which
contemplates the merger of RAES Acquisition Corporation, a California
corporation and wholly owned subsidiary of Nettaxi.com with RAE Systems, Inc., a
California corporation. Under the terms of the merger agreement, unanimously
approved by both Boards of Directors, RAE Systems shareholders will receive
approximately 80% of the outstanding shares of the combined entity. Subject to
the approval of shareholders, Nettaxi shares will be reverse split at the ratio
of 5.67 to 1 prior to the closing of the merger. The management and Board of
Directors of Nettaxi will resign at the closing of the merger and be replaced
with the Board of Directors and management team of RAE Systems. The transaction,
which is expected to be tax-free to shareholders of both companies for U.S.
Federal income tax purposes is subject to the approval of each party's
shareholders. Upon completion of the merger, the new company will be known as
RAE Systems Inc. The merger would make RAE Systems a public company. Further
information regarding the merger will be provided in a proxy statement filed
with the Securities and Exchange Commission. The transaction is described in
more detail in the press release and the Merger Agreement and Plan of
Reorganization, copies of which are filed as exhibits hereto, and which
information is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 Merger Agreement and Plan of Reorganization dated January 9, 2002
by and among the Registrant, RAE Systems Inc., a California
corporation and RAES Acquisition Corporation, a California
corporation.
99.1 Press Release dated January 10, 2002, in connection with the
announcement of the execution of the merger agreement.
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: January 10, 2002 By: /s/ Robert A. Rositano, Jr.
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Robert A. Rositano, Jr.
Chief Executive Officer