content: <PAGE>
   
                         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)      February 13, 1998
                                                        -------------------------
                                          
  
  
                                 NetVantage, Inc.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
             Delaware                   000-25992                95-4324525
  -------------------------------     -------------       ------------------------
  (State or other jurisdiction of  (Commission File No.)      (I.R.S. Employer 
           incorporation)                                    Identification No.)
  
  
  
  
                       201 Continental Boulevard, Suite 201
                        El Segundo, California  90245-4427
  --------------------------------------------------------------------------------
               (Address of principal executive offices and zip code)
  
  
    Registrant's telephone number, including area code:      (310) 726-4130
                                                            ----------------
  <PAGE>
   
  Item 5.  Other Events.
           ------------ 
  
       On February 13, 1998, NetVantage, Inc. (the "Corporation") issued a press
  release relating to the adoption by the Board of Directors (the "Board") of a
  Shareholder Rights Plan.  The February 13, 1998 press release of the Corporation
  is attached hereto as Exhibit 99.1.
  
       On February 13, 1998, the Board declared a dividend distribution of one
  preferred share purchase right (a "Right") for each outstanding share of Class A
  Common Stock, par value $.001 per share (the "Common Stock"), of the
  Corporation.  The dividend is payable to the stockholders of record on March 6,
  1998 (the "Record Date"), and with respect to shares of Common Stock issued
  thereafter until the Distribution Date (as defined below) and, in certain
  circumstances, with respect to shares of Common Stock issued after the
  Distribution Date.  Except as set forth below, each Right, when it becomes
  exercisable, entitles the registered holder to purchase from the Corporation one
  one-thousandth (1/1000th) of a share of Series RP Preferred Stock, par value
  $.01 per share (the "Preferred Stock"), of the Corporation at a price of $35.00
  per one one-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase
  Price"), subject to adjustment.  The description and terms of the Rights are set
  forth in a Rights Agreement (the "Rights Agreement") between the Corporation and
  Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights
  Agent"), dated as of February 13, 1998.
  
       Initially, the Rights will be attached to all certificates representing
  shares of Common Stock then outstanding, and no separate certificates
  representing the Rights ("Right Certificates") will be distributed.  The Rights
  will separate from the Common Stock upon the earliest to occur of (i) a person
  or group of affiliated or associated persons having acquired, without the prior
  approval of the Corporation's Board of Directors, beneficial ownership of shares
  of Common Stock which when added to all other voting securities of the
  Corporation beneficially owned by such person or group represents 15% or more of
  the voting power of the Corporation (except pursuant to a Permitted Offer, as
  hereinafter defined) or (ii) 10 days (or such later date as the Board may
  determine) following the commencement of, or announcement of an intention to
  make, a tender offer or exchange offer the consummation of which would result in
  a person or group of affiliated or associated persons becoming an Acquiring
  Person (as hereinafter defined) (the "Distribution Date").  A person or group
  whose acquisitions of shares of Common Stock cause a Distribution Date pursuant
  to clause (i) above is an "Acquiring Person," with certain exceptions as set
  forth in the Rights Agreement.  The date that a person or group is first
  publicly announced to have become such by the Corporation or such Acquiring
  Person is the "Shares Acquisition Date."
  
       The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the associated shares of Common Stock.
  Until the Distribution Date (or earlier redemption or expiration of the Rights),
  new Common Stock
  
                                         2
  <PAGE>
   
  certificates issued after the Record Date upon transfer or new issuance of
  shares of Common Stock will contain a notation incorporating the Rights
  Agreement by reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any certificates for
  shares of Common Stock outstanding as of the Record Date, even without attaching
  thereto such notation or a copy of the Summary of Rights attached to the Rights
  Agreement as Exhibit C, will also constitute the transfer of the Rights
  associated with the shares of Common Stock represented by such certificate.  As
  soon as practicable following the Distribution Date, separate certificates
  evidencing the Rights ("Right Certificates") will be mailed to the holders of
  record of shares of the Common Stock as of the Close of Business (as defined in
  the Rights Agreement) on the Distribution Date (and to each initial record
  holder of certain shares of Common Stock issued after the Distribution Date),
  and such separate Right Certificates alone will evidence the Rights.
  
       The Rights are not exercisable until the Distribution Date and will expire
  at the Close of Business on February 13, 2008, unless earlier redeemed by the
  Corporation as described below.
  
       In the event that any person becomes an Acquiring Person (except pursuant
  to a tender or exchange offer which is for all outstanding shares of Common
  Stock at a price and on terms which a majority of certain members of the Board
  determines to be adequate and in the best interests of the Corporation, its
  stockholders and other relevant constituencies, other than such Acquiring
  Person, its affiliates and associates (a "Permitted Offer")), each holder of a
  Right will thereafter have the right (the "Flip-In Right") to receive upon
  exercise the number of shares of Common Stock (or, in certain circumstances, of
  one one-thousandths (1/1000ths) of a share of Preferred Stock or other
  securities of the Corporation) having a value (immediately prior to such
  triggering event) equal to two times the then-applicable Purchase Price of the
  Right.  Notwithstanding the foregoing, following the occurrence of the event
  described above, all Rights that are, or (under certain circumstances specified
  in the Rights Agreement) were, beneficially owned by any Acquiring Person or any
  affiliate or associate thereof will be null and void.  The Board has the option,
  at any time after any person becomes an Acquiring Person, to exchange all or
  part of the then-exercisable Rights (excluding those that have become void, as
  described in the immediately preceding sentence) for shares of Common Stock, at
  an exchange ratio determined by dividing the then-applicable Purchase Price by
  the then-current market price per share of Common Stock as determined in
  accordance with the Rights Agreement.  However, this option generally terminates
  if any person becomes the beneficial owner of 50% or more of the Common Stock.
  
       In the event that, at any time following the Shares Acquisition Date, (i)
  the Corporation is acquired in a merger or other business combination
  transaction in which the holders of all of the outstanding Common Stock
  immediately prior to the
  
                                         3
  <PAGE>
   
  consummation of the transaction are not the holders of all of the surviving
  corporation's voting power, or (ii) more than 50% of the Corporation's assets or
  earning power is sold or transferred, in either case with or to (x) an Acquiring
  Person or any affiliate or associate thereof or (y) any other person in which
  such Acquiring Person, affiliate or associate has an interest or any person
  acting on behalf of or in concert with such Acquiring Person, affiliate or
  associate, or (z) if, in such transaction, all holders of shares of Common Stock
  are not treated alike, any other person, then each holder of a Right (except
  Rights which previously have been voided as set forth above) shall thereafter
  have the right (the "Flip-Over Right") to receive, upon exercise, common stock
  of the acquiring company having a value equal to two times the exercise price of
  the Right.  The holder of a Right will continue to have the Flip-Over Right
  whether or not such holder exercises or surrenders the Flip-In Right.
  
       The Purchase Price payable, and the number of shares of Preferred Stock,
  shares of Common Stock or other securities issuable, upon exercise of the Rights
  are subject to adjustment from time to time to prevent dilution (i) in the event
  of a stock dividend on, or a subdivision, combination or reclassification of,
  the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred
  Stock of certain rights or warrants to subscribe for or purchase shares of
  Preferred Stock at a price, or securities convertible into Preferred Stock with
  a conversion price, less than the then current market price of the Preferred
  Stock or (iii) upon the distribution to holders of shares of the Preferred Stock
  of evidences of indebtedness or assets (excluding regular quarterly cash
  dividends) or of subscription rights or warrants (other than those referred to
  above).
  
       The number of outstanding Rights and the number of the one-thousandths
  (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right
  are also subject to adjustment in the event of a stock split of the Common Stock
  or a stock dividend on the Common Stock payable in Common Stock or subdivisions,
  consolidations or combinations of the Common Stock occurring, in any such case,
  prior to the Distribution Date.
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.
  
       At any time prior to the earlier to occur of (i) a person becoming an
  Acquiring Person or (ii) the expiration of the Rights, and under certain other
  circumstances, the Corporation may redeem the Rights in whole, but not in part,
  at a price (payable in cash or, at the Corporation's election, in Common Stock)
  of $.001 per Right (the "Redemption Price"), which redemption shall be effective
  upon the action of the Board.  Additionally, following the Shares Acquisition
  Date, the Corporation may redeem the then outstanding Rights in whole, but not
  in part, at the Redemption Price, provided that such redemption is in connection
  with a merger or other business combination transaction or series of
  
                                         4
  <PAGE>
   
  transactions involving the Corporation in which all holders of shares of Common
  Stock are treated alike but not involving an Acquiring Person or its affiliates
  or associates.
  
       All of the provisions of the Rights Agreement may be amended by the Board
  of Directors of the Corporation prior to the Distribution Date.  After the
  Distribution Date, the provisions of the Rights Agreement may be amended by the
  Board in order to cure any ambiguity, defect or inconsistency, to make changes
  that do not adversely affect the interests of holders of Rights (excluding the
  interests of any Acquiring Person), or, subject to certain limitations, to
  shorten or lengthen any time period under the Rights Agreement.
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Corporation, including, without limitation, the
  right to vote or to receive dividends.  While the distribution of the Rights
  will not be taxable to stockholders of the Corporation, stockholders may,
  depending upon the circumstances, recognize taxable income should the Rights
  become exercisable or upon the occurrence of certain events thereafter.
  
       This summary description of the Rights does not purport to be complete and
  is qualified in its entirety by reference to the Rights Agreement, which is
  hereby incorporated herein by reference.
  
       As of February 12, 1998, there were 10,087,952.5 shares of Common Stock
  outstanding.  Each share of Common Stock outstanding on the Record Date will
  receive one Right.  As long as the Rights are attached to the shares of Common
  Stock, the Corporation will issue one Right with each new share of Common Stock
  so that all such shares will have attached rights.
  
       The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the
  Corporation without conditioning the offer on the Rights being redeemed or a
  substantial number of Rights being acquired.  However, the Rights should not
  interfere with any tender offer or merger approved by the Corporation (other
  than with an Acquiring Person) because the Rights do not become exercisable in
  the event of a Permitted Offer or other acquisition exempted by the Company's
  Board.
  
       Attached hereto as Exhibit 4.1 and incorporated herein by reference are
  copies of the Rights Agreement and the exhibits thereto, as follows:  Exhibit A
  -- Form of Certificate of Designation, Preferences and Rights of Series RP
  Preferred Stock of NetVantage, Inc.; Exhibit B -- Form of Right Certificate; and
  Exhibit C -- Summary of Rights to Purchase Series RP Preferred Stock.  The
  foregoing description of the Rights is qualified in its entirety by reference to
  the Rights Agreement and such exhibits thereto.
  
                                         5
  <PAGE>
   
       At the same meeting of the Registrant's Board of Directors on February 13,
  1998 at which the Shareholder Rights plan was adopted, the Board amended and
  restated the Registrant's Bylaws (the "Bylaws") to read in their entirety as set
  forth in Exhibit 3(ii) hereto.  Among other things, the Board:  (i) added a
  paragraph (d) to Section 4 of Article III of the Bylaws, related to certain
  advance notice requirements for the submission by stockholders of Board
  nominations or other business at annual or special stockholder meetings; (ii)
  added a paragraph (c) to Article III, Section 4 of the Bylaws, related to fixing
  the record date to determine the stockholders entitled to consent to corporate
  action by the stockholders in writing without a meeting; (iii) deleted Article
  III, Section 5(b), Clause (2) of the Bylaws; and (iv) renumbered Article III,
  Section 5, Clause (3) of the Bylaws (2) and added a proviso clarifying that
  Article III, Section 4, paragraph (c) of the Bylaws is the exclusive manner for
  setting the record date with respect to consents to corporate action by the
  stockholders in writing without a meeting.
  
  Item 7.  Exhibits.
           -------- 
  
       3(ii)  Amended and Restated Bylaws of NetVantage, Inc.
  
       4.1    Rights Agreement, dated as of February 13, 1998, between NetVantage,
              Inc. and Continental Stock Transfer and Trust Company, as Rights
              Agent, which includes: as Exhibit A thereto, the Form of Certificate
              of Designation, Preferences and Rights of Series RP Preferred Stock
              of NetVantage, Inc.; as Exhibit B thereto, the Form of Right
              Certificate; and, as Exhibit C thereto, the Summary of Rights to
              Purchase Series RP Preferred Stock.
  
       99.1   Press Release issued by the Corporation on February 13, 1998
  
  
                      [REST OF PAGE INTENTIONALLY LEFT BLANK]
  
                                         6
  <PAGE>
   
                                     SIGNATURE
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereto duly authorized.
  
                           NETVANTAGE, INC.
  
  
  
                           By:  /s/ Thomas Iwanski
                                ------------------
                                Thomas Iwanski
                                Vice President of Finance,
                                Secretary and Chief Financial Officer
  
  
  Date:  February 17, 1998
  
                                         7
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit            Description
  -------            -----------
  <S>                <C>
       3(ii)         Amended and Restated Bylaws of NetVantage, Inc.
  
        4.1          Rights Agreement, dated as of February 13, 1998, between
                     NetVantage, Inc. and Continental Stock Transfer and Trust
                     Company, as Rights Agent, which includes: as Exhibit A
                     thereto, the Form of Certificate of Designation,
                     Preferences and Rights of Series RP Preferred Stock of
                     NetVantage, Inc.; as Exhibit B thereto, the Form of Right
                     Certificate; and, as Exhibit C thereto, the Summary of Rights
                     to Purchase Series RP Preferred Stock.
  
        99.1         Press Release issued by the Corporation on February
                     13, 1998.
  </TABLE>
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text: 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)      February 13, 1998
                                                        -------------------------
                                          
  
                                 NetVantage, Inc.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
             Delaware                   000-25992                95-4324525
  -------------------------------     -------------       ------------------------
  (State or other jurisdiction of  (Commission File No.)      (I.R.S. Employer 
           incorporation)                                    Identification No.)
  
                       201 Continental Boulevard, Suite 201
                        El Segundo, California  90245-4427
  --------------------------------------------------------------------------------
               (Address of principal executive offices and zip code)
  
    Registrant's telephone number, including area code:      (310) 726-4130
                                                            ----------------
  Item 5.  Other Events.
           ------------ 
  
       On February 13, 1998, NetVantage, Inc. (the "Corporation") issued a press
  release relating to the adoption by the Board of Directors (the "Board") of a
  Shareholder Rights Plan.  The February 13, 1998 press release of the Corporation
  is attached hereto as Exhibit 99.1.
  
       On February 13, 1998, the Board declared a dividend distribution of one
  preferred share purchase right (a "Right") for each outstanding share of Class A
  Common Stock, par value $.001 per share (the "Common Stock"), of the
  Corporation.  The dividend is payable to the stockholders of record on March 6,
  1998 (the "Record Date"), and with respect to shares of Common Stock issued
  thereafter until the Distribution Date (as defined below) and, in certain
  circumstances, with respect to shares of Common Stock issued after the
  Distribution Date.  Except as set forth below, each Right, when it becomes
  exercisable, entitles the registered holder to purchase from the Corporation one
  one-thousandth (1/1000th) of a share of Series RP Preferred Stock, par value
  $.01 per share (the "Preferred Stock"), of the Corporation at a price of $35.00
  per one one-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase
  Price"), subject to adjustment.  The description and terms of the Rights are set
  forth in a Rights Agreement (the "Rights Agreement") between the Corporation and
  Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights
  Agent"), dated as of February 13, 1998.
  
       Initially, the Rights will be attached to all certificates representing
  shares of Common Stock then outstanding, and no separate certificates
  representing the Rights ("Right Certificates") will be distributed.  The Rights
  will separate from the Common Stock upon the earliest to occur of (i) a person
  or group of affiliated or associated persons having acquired, without the prior
  approval of the Corporation's Board of Directors, beneficial ownership of shares
  of Common Stock which when added to all other voting securities of the
  Corporation beneficially owned by such person or group represents 15% or more of
  the voting power of the Corporation (except pursuant to a Permitted Offer, as
  hereinafter defined) or (ii) 10 days (or such later date as the Board may
  determine) following the commencement of, or announcement of an intention to
  make, a tender offer or exchange offer the consummation of which would result in
  a person or group of affiliated or associated persons becoming an Acquiring
  Person (as hereinafter defined) (the "Distribution Date").  A person or group
  whose acquisitions of shares of Common Stock cause a Distribution Date pursuant
  to clause (i) above is an "Acquiring Person," with certain exceptions as set
  forth in the Rights Agreement.  The date that a person or group is first
  publicly announced to have become such by the Corporation or such Acquiring
  Person is the "Shares Acquisition Date."
  
       The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the associated shares of Common Stock.
  Until the Distribution Date (or earlier redemption or expiration of the Rights),
  new Common Stock
  
                                         2
  certificates issued after the Record Date upon transfer or new issuance of
  shares of Common Stock will contain a notation incorporating the Rights
  Agreement by reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any certificates for
  shares of Common Stock outstanding as of the Record Date, even without attaching
  thereto such notation or a copy of the Summary of Rights attached to the Rights
  Agreement as Exhibit C, will also constitute the transfer of the Rights
  associated with the shares of Common Stock represented by such certificate.  As
  soon as practicable following the Distribution Date, separate certificates
  evidencing the Rights ("Right Certificates") will be mailed to the holders of
  record of shares of the Common Stock as of the Close of Business (as defined in
  the Rights Agreement) on the Distribution Date (and to each initial record
  holder of certain shares of Common Stock issued after the Distribution Date),
  and such separate Right Certificates alone will evidence the Rights.
  
       The Rights are not exercisable until the Distribution Date and will expire
  at the Close of Business on February 13, 2008, unless earlier redeemed by the
  Corporation as described below.
  
       In the event that any person becomes an Acquiring Person (except pursuant
  to a tender or exchange offer which is for all outstanding shares of Common
  Stock at a price and on terms which a majority of certain members of the Board
  determines to be adequate and in the best interests of the Corporation, its
  stockholders and other relevant constituencies, other than such Acquiring
  Person, its affiliates and associates (a "Permitted Offer")), each holder of a
  Right will thereafter have the right (the "Flip-In Right") to receive upon
  exercise the number of shares of Common Stock (or, in certain circumstances, of
  one one-thousandths (1/1000ths) of a share of Preferred Stock or other
  securities of the Corporation) having a value (immediately prior to such
  triggering event) equal to two times the then-applicable Purchase Price of the
  Right.  Notwithstanding the foregoing, following the occurrence of the event
  described above, all Rights that are, or (under certain circumstances specified
  in the Rights Agreement) were, beneficially owned by any Acquiring Person or any
  affiliate or associate thereof will be null and void.  The Board has the option,
  at any time after any person becomes an Acquiring Person, to exchange all or
  part of the then-exercisable Rights (excluding those that have become void, as
  described in the immediately preceding sentence) for shares of Common Stock, at
  an exchange ratio determined by dividing the then-applicable Purchase Price by
  the then-current market price per share of Common Stock as determined in
  accordance with the Rights Agreement.  However, this option generally terminates
  if any person becomes the beneficial owner of 50% or more of the Common Stock.
  
       In the event that, at any time following the Shares Acquisition Date, (i)
  the Corporation is acquired in a merger or other business combination
  transaction in which the holders of all of the outstanding Common Stock
  immediately prior to the
  
                                         3
  consummation of the transaction are not the holders of all of the surviving
  corporation's voting power, or (ii) more than 50% of the Corporation's assets or
  earning power is sold or transferred, in either case with or to (x) an Acquiring
  Person or any affiliate or associate thereof or (y) any other person in which
  such Acquiring Person, affiliate or associate has an interest or any person
  acting on behalf of or in concert with such Acquiring Person, affiliate or
  associate, or (z) if, in such transaction, all holders of shares of Common Stock
  are not treated alike, any other person, then each holder of a Right (except
  Rights which previously have been voided as set forth above) shall thereafter
  have the right (the "Flip-Over Right") to receive, upon exercise, common stock
  of the acquiring company having a value equal to two times the exercise price of
  the Right.  The holder of a Right will continue to have the Flip-Over Right
  whether or not such holder exercises or surrenders the Flip-In Right.
  
       The Purchase Price payable, and the number of shares of Preferred Stock,
  shares of Common Stock or other securities issuable, upon exercise of the Rights
  are subject to adjustment from time to time to prevent dilution (i) in the event
  of a stock dividend on, or a subdivision, combination or reclassification of,
  the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred
  Stock of certain rights or warrants to subscribe for or purchase shares of
  Preferred Stock at a price, or securities convertible into Preferred Stock with
  a conversion price, less than the then current market price of the Preferred
  Stock or (iii) upon the distribution to holders of shares of the Preferred Stock
  of evidences of indebtedness or assets (excluding regular quarterly cash
  dividends) or of subscription rights or warrants (other than those referred to
  above).
  
       The number of outstanding Rights and the number of the one-thousandths
  (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right
  are also subject to adjustment in the event of a stock split of the Common Stock
  or a stock dividend on the Common Stock payable in Common Stock or subdivisions,
  consolidations or combinations of the Common Stock occurring, in any such case,
  prior to the Distribution Date.
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.
  
       At any time prior to the earlier to occur of (i) a person becoming an
  Acquiring Person or (ii) the expiration of the Rights, and under certain other
  circumstances, the Corporation may redeem the Rights in whole, but not in part,
  at a price (payable in cash or, at the Corporation's election, in Common Stock)
  of $.001 per Right (the "Redemption Price"), which redemption shall be effective
  upon the action of the Board.  Additionally, following the Shares Acquisition
  Date, the Corporation may redeem the then outstanding Rights in whole, but not
  in part, at the Redemption Price, provided that such redemption is in connection
  with a merger or other business combination transaction or series of
  
                                         4
  transactions involving the Corporation in which all holders of shares of Common
  Stock are treated alike but not involving an Acquiring Person or its affiliates
  or associates.
  
       All of the provisions of the Rights Agreement may be amended by the Board
  of Directors of the Corporation prior to the Distribution Date.  After the
  Distribution Date, the provisions of the Rights Agreement may be amended by the
  Board in order to cure any ambiguity, defect or inconsistency, to make changes
  that do not adversely affect the interests of holders of Rights (excluding the
  interests of any Acquiring Person), or, subject to certain limitations, to
  shorten or lengthen any time period under the Rights Agreement.
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Corporation, including, without limitation, the
  right to vote or to receive dividends.  While the distribution of the Rights
  will not be taxable to stockholders of the Corporation, stockholders may,
  depending upon the circumstances, recognize taxable income should the Rights
  become exercisable or upon the occurrence of certain events thereafter.
  
       This summary description of the Rights does not purport to be complete and
  is qualified in its entirety by reference to the Rights Agreement, which is
  hereby incorporated herein by reference.
  
       As of February 12, 1998, there were 10,087,952.5 shares of Common Stock
  outstanding.  Each share of Common Stock outstanding on the Record Date will
  receive one Right.  As long as the Rights are attached to the shares of Common
  Stock, the Corporation will issue one Right with each new share of Common Stock
  so that all such shares will have attached rights.
  
       The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the
  Corporation without conditioning the offer on the Rights being redeemed or a
  substantial number of Rights being acquired.  However, the Rights should not
  interfere with any tender offer or merger approved by the Corporation (other
  than with an Acquiring Person) because the Rights do not become exercisable in
  the event of a Permitted Offer or other acquisition exempted by the Company's
  Board.
  
       Attached hereto as Exhibit 4.1 and incorporated herein by reference are
  copies of the Rights Agreement and the exhibits thereto, as follows:  Exhibit A
  -- Form of Certificate of Designation, Preferences and Rights of Series RP
  Preferred Stock of NetVantage, Inc.; Exhibit B -- Form of Right Certificate; and
  Exhibit C -- Summary of Rights to Purchase Series RP Preferred Stock.  The
  foregoing description of the Rights is qualified in its entirety by reference to
  the Rights Agreement and such exhibits thereto.
  
                                         5
  At the same meeting of the Registrant's Board of Directors on February 13,
  1998 at which the Shareholder Rights plan was adopted, the Board amended and
  restated the Registrant's Bylaws (the "Bylaws") to read in their entirety as set
  forth in Exhibit 3(ii) hereto.  Among other things, the Board:  (i) added a
  paragraph (d) to Section 4 of Article III of the Bylaws, related to certain
  advance notice requirements for the submission by stockholders of Board
  nominations or other business at annual or special stockholder meetings; (ii)
  added a paragraph (c) to Article III, Section 4 of the Bylaws, related to fixing
  the record date to determine the stockholders entitled to consent to corporate
  action by the stockholders in writing without a meeting; (iii) deleted Article
  III, Section 5(b), Clause (2) of the Bylaws; and (iv) renumbered Article III,
  Section 5, Clause (3) of the Bylaws (2) and added a proviso clarifying that
  Article III, Section 4, paragraph (c) of the Bylaws is the exclusive manner for
  setting the record date with respect to consents to corporate action by the
  stockholders in writing without a meeting.
  
  Item 7.  Exhibits.
           -------- 
  
       3(ii)  Amended and Restated Bylaws of NetVantage, Inc.
  
       4.1    Rights Agreement, dated as of February 13, 1998, between NetVantage,
              Inc. and Continental Stock Transfer and Trust Company, as Rights
              Agent, which includes: as Exhibit A thereto, the Form of Certificate
              of Designation, Preferences and Rights of Series RP Preferred Stock
              of NetVantage, Inc.; as Exhibit B thereto, the Form of Right
              Certificate; and, as Exhibit C thereto, the Summary of Rights to
              Purchase Series RP Preferred Stock.
  
       99.1   Press Release issued by the Corporation on February 13, 1998
  
                      [REST OF PAGE INTENTIONALLY LEFT BLANK]
  
                                         6
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereto duly authorized.
  
                           NETVANTAGE, INC.
  
                           By:  /s/ Thomas Iwanski
                                ------------------
                                Thomas Iwanski
                                Vice President of Finance,
                                Secretary and Chief Financial Officer
  
  Date:  February 17, 1998
  
                                         7
  EXHIBIT INDEX
  Exhibit            Description
  -------            -----------
  3(ii)         Amended and Restated Bylaws of NetVantage, Inc.
  
        4.1          Rights Agreement, dated as of February 13, 1998, between
                     NetVantage, Inc. and Continental Stock Transfer and Trust
                     Company, as Rights Agent, which includes: as Exhibit A
                     thereto, the Form of Certificate of Designation,
                     Preferences and Rights of Series RP Preferred Stock of
                     NetVantage, Inc.; as Exhibit B thereto, the Form of Right
                     Certificate; and, as Exhibit C thereto, the Summary of Rights
                     to Purchase Series RP Preferred Stock.
  
        99.1         Press Release issued by the Corporation on February
                     13, 1998.