SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.
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)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:______________________________________________
(2) Form, Schedule or Registration Statement No.:________________________
(3) Filing Party:________________________________________________________
(4) Date Filed:__________________________________________________________
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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[address here]
Dear _____________, September _________, 2001
Together with you, we are shareholders of Nettaxi.com, Inc. (NTXY).
Seedling is the beneficial owner of 1600 shares of NTXY common stock. I am
writing today to all Nettaxi shareholders to bring to your attention the fact
that, although non-management shareholders own over 90% of this company, we have
never been allowed by management the opportunity to elect or ratify our
representatives to Nettaxi's Board of Directors. According to Nettaxi's by-laws
and Nevada state statutes, Nettaxi is required to annually hold a shareholders
meeting to elect directors. However, a shareholders meeting has never been
called for this or any other purpose since Nettaxi became publicly traded in
September of 1998. The time has come for Nettaxi's owners - the shareholders -
to exercise their rights, and I urge all fellow Nettaxi shareholders to demand,
along with us, that a shareholders meeting be held immediately to elect a Board
that will hold management accountable for the performance of the company.
Since September of 1998 the Board of Directors, controlled by Robert
Rositano and Dean Rositano, has allowed the CEO and President (also Robert
Rositano and Dean Rositano) to spend over $14.4 million of shareholders' money
(according to the FY 2001 10K) on an admittedly failed business model while
increasing each of their salaries and bonuses by 281%, from $95,917 in 1998 to
$364,933 for fiscal year 2000. This does not include the 2.2 million stock
options they have awarded themselves. They have authorized these compensation
increases to themselves while our company's stock had dropped by 99.7%, from its
all time high of $29.5 per share on April 14, 1999 to under ten cents as of
September 25, 2001 and 98% since the stock started trading in September of 1998
at $4.938. What's more, the Rositano brothers and other Rositano family members
have sold more than 1,100,000 shares of NTXY, reaping a windfall we estimate to
be over $4,500,000 for their own accounts (source ThompsonFN.com and
InsiderTrader.com).
Dean and Robert Rositano's
NTXY Share Price Individual Cash Compensation
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[graphic showing NTXY daily stock [graphic showing cash base salary and
price from September 30, 1998 to cash bonus of Dean and Robert Rositano
September 25, 2001] for fiscal years 1998, 1999, and 2000]
(Source Nasdaq.com) (Souce NTXY FY2000 10K)
Nettaxi's directors and management are supposed to fairly represent the
interests of its shareholders, but unless we stand up and demand accountability,
my opinion is that this pattern is likely to continue into dissolution of the
company. I believe that the Rositanos have shown more interest in their own
compensation than in maximizing shareholder value.
Please take a minute to sign the attached Demand For Shareholders
Meeting letter and return it as soon as possible in the enclosed postage-paid
envelope. No matter the size of your holdings of NTXY shares, your voice will be
heard. Should you have any questions or comments whatsoever, feel free to call
us at 800-893-8894 or go to our website at www.seedling.net. We appreciate your
support in turning Nettaxi around!
Respectfully,
Paul R. Peterson
President
Seedling Technologies Corporation
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Seedling assists in the restructuring of troubled public technology
companies that are in need of new management and new direction. We feel strongly
about public shareholder rights advocacy, and the necessary pressures that
organized shareholders can (and should) bring to bear on under-performing public
technology companies. Confrontation is a part of turnarounds; often, conflict is
required in taking back control of shareholder assets from people who lack a
respect for the core tenets of corporate governance. Your participation in this
process is greatly appreciated by Seedling, and all of our fellow shareholders
of Nettaxi. We welcome your questions, comments and suggestions, and thank you
for taking the time to work with us for all of us.
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This letter 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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Dean Rositano
President
Nettaxi.Com Inc.
C/O Seedling Technologies
519 SW 3rd Ave., Ste. 805
Portland, OR 97204
Dear Mr. Rositano
Pursuant to the Nevada Revised Statutes sections 78.345 and 78.330, and
Article II Section 2 of the By-Laws of Nettaxi.com, Inc. I hereby demand that a
special meeting of stockholders be immediately called for the purpose of
electing members of Nettaxi's Board of Directors.
I hereby certify that as of the date of this letter I am the beneficial
owner of or I have voting control over __________ shares of the common stock of
Nettaxi.com, Inc. (OTCBB: NTXY).
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Signature Date
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Name (printed or typed)
Address:
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Phone Number:
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