SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Nettaxi.com
(Name of Registrant as Specified in its Charter)
WORLDMODAL NETWORK SERVICES, INC.
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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___________________________________________________________________________
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___________________________________________________________________________
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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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___________________________________________________________________________
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___________________________________________________________________________
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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 as
other soliciting material pursuant to Rule 14a-12, this filing does not
constitute an admission by the filing person that these materials constitute a
solicitation of proxies.
FOR IMMEDIATE RELEASE
Tuesday December 4, 5:00 am Eastern Time
Press Release
Seedling Asks Nettaxi.com Shareholders To Compel Annual Meeting And Election Of
New Directors
PORTLAND, OR--(INTERNET WIRE)--Dec 04, 2001-- Seedling, a wholly-owned
subsidiary of Worldmodal Network Services (OTCBB:WMDL - news), announced today
that it has mailed Demand for Shareholders Meeting letters to selected NTXY
shareholders in order to immediately compel the scheduling of an annual
shareholder's meeting. Nettaxi's (OTCBB:NTXY - news) CEO and President, brothers
Robert and Dean Rositano respectively, have failed to call an annual
shareholder's meeting as required by both Nevada state statutes and
Nettaxi.com's own articles of incorporation. No annual meeting has been held
since at least 1998, according to Securities and Exchange Commission filings.
Douglas B. Spink, Chairman of Seedling, released the following statement: "We
urge all NTXY shareholders to review, sign, and return the meeting demand letter
to Seedling as soon as possible. We as shareholders have a statutory right to an
annual meeting at which our representatives, the board of directors, are
elected. Shareholders can collectively compel this by collecting the signatures
of 10% of all NTXY shareholders in support of the immediate scheduling of the
meeting. By signing and returning these letters, other NTXY shareholders can
help to set their company back on a positive track." It has been over three
years since the putatively 'annual' meetings have been held, which in our
opinion is a travesty and must be rectified at once."
Shareholders can also download a free copy from Seedling's website at
www.seedling.net or from the SEC's website at www.sec.gov. Seedling is the
holder of record of 1,600 shares of NTXY common stock.
By signing and returning Seedling's letter, shareholders are simply assisting in
the scheduling of the meeting. No preference as to directors or other matters of
corporate governance are indicated by signing the letter. While Seedling has in
the past released a list of proposed directors, these candidates and any other
board nominees and their respective backgrounds will be explored in more detail
in the SEC-required 14a definitive proxy statements which will be prepared and
mailed to all shareholders prior to the meeting.
While the demand letter is separate from Seedling's proposed board slate, the
directors nominated by Seedling have been announced as follows:
James N. Cutler, jr.: President and CEO - The Cutler Corporation
Mr. Cutler is a 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, 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 , 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. Mr. Cutler does not own any shares of NTXY.
Pankaj Gupta: Co-Founder, President, and CEO - Acteva
With more than 15 years of executive management experience behind him, In
Seedling's opinion Pankaj Gupta brings a wealth of knowledge to the high-tech
business community and 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. Mr. Gupta does not own any
shares of NTXY.
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, in Seedling's opinion, 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. Mr. Page does not own any shares of NTXY.
Paul R. Peterson: President - Worldmodal Network Services Inc.
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. Mr. Peterson does not
personally own any shares of Nettaxi.com. Worldmodal, of which Mr. Peterson is
President of, is the beneficial owner of 1600 shares of Nettaxi.com.
Douglas B. Spink: Founder, Chairman, and CEO - Worldmodal Network Services Inc.
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 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. Mr.
Spink does not personally own any shares of Nettaxi.com. Worldmodal, of which
Mr. Spink is Chairman and CEO, is the beneficial owner of 1600 shares of
Nettaxi.com.
About Seedling
Seedling, a wholly-owned subsidiary of Worldmodal Network Services, helps
struggling public companies to complete necessary restructuring and
reorganization projects that benefit all shareholders. Seedling has publicly
targeted companies including C-Phone Corporation (OTCBB:CFON - news), Grove
Strategic Ventures (OTCBB:GSVI - news), and Nettaxi.com (OTCBB:NTXY - news), and
is in the process of launching projects with several additional target
companies. Projects are advanced both in friendly transactions with incumbent
management, and via proxy, consent solicitation, and tender offer scenarios.
Worldmodal Network Services has developed an IP-based, ATM-layered softswitch
solution that allows international voice carriers to cost effectively provide
voice services without sacrificing either call quality or call billing detail.
With technical operations in Atlanta, Georgia and headquarters in Portland,
Oregon, the company plans to launch its international services in late 2001.
Additionally, the company is developing standards-based technical solutions for
CLECs, ILECS, and RBOCs to leverage its VoIP technology into stand-alone
software products. By providing a proven, softswitch-based alternative to
hardware- and capital-intensive network deployments, Worldmodal's software suite
will enable carriers to offer new services and enter new geographic markets
without the need for crippling capital expenditures in today's challenging
telephony market.
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 letter does not constitute a request for a proxy. You will receive
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.
- ------------------------------
Contact:
Paul R. Peterson
Worldmodal Network Services Inc.
800-893-8894
ELECTRONIC BULLETIN BOARD POST
Posted by Seedling, a wholly-owned subsidiary of Worldmodal Network Services
(OTC.BB: WMDL) on 12-03-01 on www.ragingbull.com under Nettaxi.com
(OTC.BB:NTXY)
NTXY Shareholders make your votes count!!!
From:
Seedling Technologies Corporation
519 SW Third Avenue, Suite 805
Portland, OR 97204
Dear Fellow Nettaxi Shareholders,
It's time for the real owners of Nettaxi.com - shareholders like you and us - to
make our voice heard. The current executive team and board of directors of
Nettaxi.com have continued (in our opinion) to spend money on a failed business
plan and has (in our opinion) offered no concrete plan for turning our company
around. Furthermore, to make matters worse (in our judgment), we shareholders
have been denied our legal right to make our opinions heard by voting for or
against retaining the current board of directors. Consequently, we at Seedling
are seeking the help of all NTXY shareholders to compel Robert and Dean Rositano
to call a shareholder's meeting as soon as possible. As the current stewards of
our investment, the Rositanos should and must be compelled to stand before us
and tell us why they are the best candidates to lead NTXY going forward, this
(in our opinion), despite never having made a profit, presiding over a
precipitous decline in share value, paying themselves each $364,933 in salary
alone in fiscal year 2000, and generating a paltry $7,000 in gross sales last
quarter.
According to NTXY's By-Laws and Nevada State Statutes, the board of directors of
Nettaxi is required annually to call a shareholder's meeting for the purpose of
electing or reelecting board members. It is during these meetings that
shareholders can make their opinions known by asking the tough questions and
choosing not to vote for the reelection of current board members and in favor of
new representatives. However, Robert and Dean Rositano - along with the rest of
the NTXY board - have never called a shareholders meeting for any purpose
according to public filings.
Fortunately for all non-insider NTXY shareholders, we do have legal recourse.
According to Nevada Statutes 10% or more shareholders may request a shareholders
meeting, at which time Seedling can and will petition a Nevada judge to order
NTXY's board to schedule a shareholders meeting. Furthermore, if 15% of
shareholders request a meeting, a judge can compel the board to immediately call
a meeting. Seedling, at its own expense, has mailed out hundreds of letters
containing requests for a shareholder meeting to NTXY shareholders. Once you
receive the letter, all you have to do is fill in the number of shares you own,
sign the letter, and mail it back to us. If you did not receive a letter, you
can download a copy of it free from Seedling's website at the following URL:
http://www.seedling.net/NetTaxiShareholderLetter.pdf
Once we have your signed request, Seedling will handle the rest. Please note
that by signing the request you are not giving us your proxy to vote when a
shareholder meeting is called - rather, you are simply letting us assemble a
shareholder group large enough to compel a meeting at which you can vote your
own mind.
As some as you may know, over the last several months Seedling has been working
to force changes at Nettaxi.com. We originally sought to work directly with the
Rositano family to structure a friendly transaction. Since that effort did not
bear fruit for Nettaxi, we are in the midst of a hostile (to the incumbent
board) campaign to replace the board of Nettaxi.com and create a new direction
for the company. We have posted our intended board replacements and our
turnaround plan for Nettaxi via press release and SEC filings. Interested
parties can view the press releases and SEC filings at either www.seedling.net
or www.sec.gov under the NTXY ticker.
Whether you agree with Seedling's proposed changes or not, a shareholder meeting
(in our opinion) is the first step in reclaiming our right to control our
company's destiny. Please take the opportunity to fill in the letter and return
it to us as soon as possible.
Prior to any shareholders meeting, Seedling will be sending shareholders
definitive proxy materials that will introduce the candidates Seedling intends
to run for the board of directors, potential merger/acquisition candidates, and
other relevant information permissible under SEC regulations. Should have any
questions or comments, please feel free to call Paul R. Peterson or Stephen L.
Hays at 800.893.8894.
We look forward to hearing from our fellow independent shareholders and working
with them to change the direction of this company.
Seedling is a wholly-owned subsidiary of Worldmodal Network Services. Worldmodal
Network Services is the beneficial owner of 1600 shares of Nettaxi.com common
stock.
This posting 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