SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
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Nettaxi.com
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(Name of Registrant as Specified in its Charter)
SEEDLING TECHNOLOGIES CORPORATION
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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Filed by
SEEDLING TECHNOLOGIES CORPORATION
Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Nettaxi.com Inc.
Commission File No. 000-26109
Although the following press release and related document is being filed asother
soliciting material pursuant to Rule 14a-12, this filing does notconstitute an
admission by the filing person that these materials constitute asolicitation of
proxies.
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FOR IMMEDIATE RELEASE
Contact:
Mr. Douglas B. Spink
Seedling Technologies Corporation
519 SW Third Avenue, Suite 805
Portland, OR 97204
Phone: (800) 893-8894
Facsimile: (800) 893-8895
Email: doug@seedling.net
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Seedling Proposes Independent Nettaxi.com Board of Directors, First Acquisition
Candidate
Portland, OR/Internetwire/Sept. 14, 2001 Seedling Technologies (OTCBB: SEED)
today released its proposed slate of director nominees for Nettaxi.com, Inc.
(OTCBB: NTXY) and additionally announced that it has selected an acquisition
candidate for the company upon election of a new board of directors. This new
board slate - composed of five directors - intends when elected to move the
company into the network security industry via targeted acquisitions of
complimentary, niche technologies.
Seedling Chairman and CEO Douglas B. Spink stated: "This board slate is composed
of five individuals of impeccable business acumen, moral character, and proven
entrepreneurial excellence. In addition to Paul Peterson and I from Seedling,
three additional independent nominees add their considerable talents to our
proposed team. This is a world-class board, and one we believe is worthy of
election by Nettaxi.com's shareholders."
Seedling's nominees for the Nettaxi board are:
James N. Cutler, Jr.: President and CEO - The Cutler Corporation
Mr. Cutler is a highly respected west coast-based private investor in technology
and industrial projects. Mr. Cutler has founded and/or been a lead investor in
many successful technology-based enterprises, including USWeb, e*Cycled.com,
Fibres International, Inc., and Wirex.
In addition to technology-based companies Mr. Cutler has founded and run a
number of old economy businesses, including: Waste Connections (WCNX), Rol-Away
Truck Mfg. Co., Laurence-David, Inc., R & K Industrial Products, and
Jen-Cel-Lite Corp.
Mr. Cutler holds a bachelor's degree from the University of Puget Sound in
Tacoma, Washington and has also been a director of Hollywood Video (HLWY), a
NASDAQ-traded video rental company with over 1,800 stores, for nine years. Mr.
Cutler also provides support and guidance to a number of non-profit
organizations.
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Pankaj Gupta: Co-Founder, President, and CEO - Acteva
With more than 15 years of executive management experience behind him, Pankaj
Gupta brings a wealth of knowledge to the high-tech business community. He has a
track record of successfully acquiring, merging, and turning around businesses,
with an eye to re-casting corporate strategy and building talent-rich management
teams to successfully execute a corporate vision.
Mr. Gupta currently serves as President and CEO of Acteva.com, the market leader
in online corporate event management and registration. As founder of zDegree,
Acteva.com's parent organization, he spearheaded the development of zDegree's
proprietary on-line marketing technology. Following the acquisition, Mr. Gupta
designed the implementation strategy for Acteva's new corporate event management
platform.
In the years prior to zDegree/Acteva, Mr. Gupta either worked for or founded a
number of cutting-edge technology companies throughout Silicon Valley, managing
development teams and leading sales organizations - including Hotmail prior to
its sale to MSN.
Mr. Gupta holds degrees in Electronic Systems Engineering and Industrial Systems
Engineering, as well as a B.S. in Biological Sciences. His proven track record
and sharp business acumen make him a sought-after advisor and mentor to
companies seeking long-term success.
Carl Page: CEO - Page Technology Partners
With four years executive experience in carrier-class internet service
deployment and operations at eGroups.com (where he was a co-founder), Carl Page
is a highly sought after advisor to companies in efficient viral and internet
marketing. EGroups' growth to 14 million users before its acquisition by Yahoo!
demonstrated the power of carefully-designed viral marketing technology, as well
as the care the founders took to build a scalable company stable enough to be
acquired at a high valuation.
Mr. Page holds an MS degree in Computer Science and Engineering from the
University of Michigan. After college, Mr. Page got involved in large scale C++
development while working as a software engineer at Mentor Graphics as they
broke new ground in building highly complex electronic design software suites
with object-oriented tools. At Microsoft, Carl learned best practices from the
PC Software industry, on Microsoft Team Manager within the Microsoft Project
team.
Carl currently provides guidance and support to several emerging companies and
non-profit organizations.
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Paul R. Peterson: President - Seedling Technologies
Mr. Peterson is a specialist in corporate finance, credit and asset management,
investor relations and business development. He has served his clients,
employers and shareholders well in such challenging positions as Vice President
of Discover Mortgage Bank, where he managed cross-collateral lending on
securities and real estate, President of Investors Network Corporation, a
Honolulu-based venture capital firm, Vice President, Corporate Finance of Wall
St. Financial, a publicly-traded investor and holding company, Financial
Consultant for Merrill Lynch in Honolulu, where he also directed Merrill Lynch
Credit Corp. operations and Merrill Lynch International Bank in Osaka, Japan
where he served institutional clients in asset and credit management.
Mr. Peterson holds a Masters' degree in International Business Management from
Kansai University of Foreign Studies in Osaka, Japan, and undergraduate degrees
from the University of Minnesota and St. Thomas College in Foreign Languages,
Linguistics, and International Business & Economics.
Douglas B. Spink: Founder, Chairman, and CEO - Seedling Technologies
Mr. Spink is a specialist in early-stage investments in technology companies and
complex corporate turnarounds in public-company environments. He founded
Strategicus Partners, Inc., a technology consultancy that was acquired by
Stonepath Group (AMEX: STG) in mid-1999 Mr. Spink served as a board member of
STG and after leaving Stonepath, Mr. Spink led a shareholder group which
successfully compelled Stonepath's Board to change their money-losing business
model.
Mr. Spink has invested in, co-founded, or served as an advisor to more than a
dozen successful technology companies, including webmodal.com (cofounder, former
Board member), assetexchange.com (advisor, investor), and metacat.com (founder,
investor, and Board member). Prior to Strategicus, Mr. Spink founded and served
as CEO of Athletica Endurance and Timberline Direct, a sports nutritional and
direct marketing company, respectively. He sold both of these companies to a
large Northwest retailer in 1998.
Mr. Spink earned his MBA in marketing from the University of Chicago, and his
B.A. in cultural anthropology from Reed College, and is currently studying for
his Ph.D. in Systems Science at Portland State University. Mr. Spink was
formerly a consultant with the Boston Consulting Group and a database marketing
analyst at Leo Burnett & Co., where he consulted with Fortune l00 companies.
A Letter of Intent for a stock merger has also been signed with Solagent, Inc.
Solagent, a private Oregon Corporation, has developed and brought to market a
sorely-needed software system that protects data on laptop computers and other
remote computing devices. The Solagent Secure system has been hailed by leading
technology analyst Walter Mossberg of the Wall Street Journal as "one of the
cleverer and more useful Web-based services I've encountered." Solagent is the
first company to provide an effective and cost efficient data security solution
for an increasingly mobile world with their proprietary Remote Data Protection
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(RDP) technology. Founded in 1996, Solagent has offices in Portland, OR and
London. More information on Solagent can be found at www.solagent.com.
Seedling's board slate for Nettaxi.com intends to complete a final acquisition
of Solagent upon election of the new board of directors and subject to due
diligence and a fairness opinion on valuation to be commissioned by an
independent investment bank. Solagent's operating assets will then form the core
of the new company, and will be used as a platform on which additional
acquisitions can be undertaken to expand Solagent's market position.
Nettaxi.com, which has not held annual shareholders' meetings for three years as
a public company, is currently headed by Robert Rositano, jr. In fiscal year
2000, Rositano increased his base salary to $214,983 per year (plus a bonus of
$150,000) despite seeing the price of Nettaxi's common stock drop 64.1% during
the same period, and 90% from its all time high of $29.50 in April of 1999 to
the end of fiscal year 2000. As of close of business on September 10, 2001,
Nettaxi's common stock has lost 99.6% of its value since April of 1999. Rositano
has consistently rebuffed Seedling's efforts to install a new board at Nettaxi.
Currently, Rositano, his brother Dean Rositano (who receives the same
compensation package as his brother), and Andrew Garroni alone comprise the
Nettaxi board of directors. Collectively, this incumbent board owns less than
10% of Nettaxi and in over three years has never permitted its shareholders to
elect or ratify representatives on the board of directors. Additionally, the
company has not named independent audit or compensation committees of three
independent board members each, as the SEC strongly encourages.
On August 22, 2001, Seedling won an injunction in Nevada state court which
required Nettaxi to turn over a copy of the company's shareholder list to
Seedling. With this list, Seedling is presenting a new board slate to
Nettaxi.com's shareholders. A preliminary proxy statement is being filed with
the SEC imminently.
Adds Spink: "Unlike the Rositanos and their history of failed transactions, this
new team knows how to complete transactions that benefit all parties involved.
We look forward to the Solagent/Nettaxi merger, and to working with Solagent's
top-notch executive management team and the new Nettaxi.com board of directors
in building a world-class network security powerhouse."
Concluded Paul Peterson, Seedling's President: "It is time for the owners of
Nettaxi to exercise their rights and put in place a team of qualified, competent
representatives to work for them. For years the Rositanos' decisions have
benefited only a chosen few, at tremendous expense to the people who entrusted
them to fairly represent their interests. We encourage all Nettaxi shareholders
to participate in this simple, fair, and democratic process for their own
benefit."
Shareholders in Nettaxi or other interested parties can contact Seedling at the
address and phone number below. Seedling appreciates communication with all
Nettaxi shareholders, regardless of the size of their holdings. Seedling -
unlike current management - listens to and respects the rights and opinions of
fellow shareholders.
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Paul R. Peterson
Seedling Technologies Corporation
519 SW Third Avenue, Suite 805
Portland, OR 97204
Phone: 800.893.8894
Fax: 800.893.8895
Email: info@seedling.net
URL: www.seedling.net
About Seedling
Founded in 1999, Seedling specializes in identifying, managing, and growing
technology-enabled companies. Seedling works closely with incumbent management
to streamline operations, focus resources on high-value markets, and develop
profitable go-to-market operational plans. Additionally, Seedling acts as a
catalyst to revive the operations of troubled public technology companies, both
in friendly transactions and in hostile tender, proxy, and consent solicitation
scenarios.
Revenue is derived both from fees for professional services and from the growth
in value of equity earned in turnaround and takeover targets. Seedling's
principals have hands-on experience helping more than 20 successful technology
companies from founding through to sale or other exit opportunities, and the
company maintains a full-time staff of 8 professionals in technology and
turnaround management at its corporate headquarters in Portland, Oregon.
Except for historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risk and
uncertainties, including but not limited to economic, competitive, governmental,
political and technological factors affecting the company's revenues,
operations, markets, products and prices and other factors discussed in the
company's various filings with the Securities Exchange Commission.
This press release does not constitute a request for a proxy. You will receive a
definitive proxy statement the same time as a proxy is requested from you. You
should carefully read the proxy statement when it is available, because it
contains important information. You may obtain a copy of the proxy statement
free, when available from the SEC website at www.sec.gov.
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