AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 2001
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
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NETSOL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 95-4627685
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24025 Park Sorrento, Suite 220
Calabasas, California 91302
(818) 222-9195
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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NETSOL INTERNATIONAL, INC. 1999 INCENTIVE AND NONSTATUTORY STOCK
OPTION PLAN AND
1997 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
(Full title of the plans)
MALEA FARSAI, ESQ.
General Counsel
24025 Park Sorrento, Suite 220
Calabasas, CA 91302
(818) 222-9195
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Karen C. Goodin, Esq.
Riordan & McKinzie
600 Anton Boulevard, 18th Floor
Costa Mesa, CA 92626
(714) 433-2900
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
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COMMON STOCK 4,708,000 $4.65 $21,892,200 $5,474
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 (the
"Securities Act"), based on the average of the high and low sales prices
of the Company's Common Stock on May 3, 2001, as reported on the Nasdaq
Small Cap Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Netsol International, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(1) Annual Report of the Company on Form 10-KSB (File No. 0-22773)
for the year ended June 30, 2000 as filed with the Commission on October 13,
2000; and Amendment No. 1 to the Annual Report of the Company on Form 10-KSB/A
(File No. 0-22773) for the year ended June 30, 2000 and filed with the
Commission on February 2, 2001;
(2) Quarterly Report of the Company on Form 10-QSB for the quarter
ended September 30, 2000 as filed with the Commission on November 14, 2000; and
Amendment No. 1 to the Quarterly Report on Form 10-QSB/A for the quarter ended
September 30, 2000 and filed with the Commission on February 2, 2001;
(3) Quarterly Report of the Company on Form 10-QSB for the quarter
ended December 31, 2000 as filed with the Commission on February 14, 2001; and
Amendment No. 1 to the Quarterly Report of Form 10-QSB/A for the quarter ended
December 31, 2000 and filed with the Commission on April 16, 2001;
(4) Current Reports of the Company on Form 8-K dated July 25, 2000,
October 25, 2000, and January 23, 2001;
(5) The Company's Proxy Statement filed with the Commission on
May 7, 2001 pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(6) Description of the common stock of the Company, which is
contained in the Company's registration statement filed on Form 8-A filed on
June 30,1996 as amended by Form 8-A/A filed on November 21, 1997; and
(7) All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock registered
hereby (the "Shares") has been passed upon for the Company by Malea Farsai,
General Counsel of the Company. Ms. Farsai holds Common Stock and/or options to
purchase Common Stock granted under the Company's stock option plans which in
the aggregate represent less than 1% of the Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada General Corporation Law allows the Company to indemnify its
officers and directors from liability incurred by reason of the fact that he or
she is or was an officer or director of the corporation. The Company may
authorize such indemnification if the Company determines that it is proper under
the circumstances. This determination can be authorized based on a vote of the
Company's stockholders, by a majority vote of a quorum of directors who were not
parties to the relevant legal action, or under certain circumstances, by
independent legal counsel in a written opinion. The indemnification can include,
but is not limited to, reimbursement of all fees, including amounts paid in
settlement and attorney's fees actually and reasonably incurred, in connection
with the defense or settlement of any action or suit by the officer or director.
The Company has purchased and maintained insurance covering the Company's
officers and directors for the purpose of covering indemnification expenses. At
present, there is no pending litigation or proceeding involving a director,
officer, employee or agent of the Company as to which indemnification is being
sought.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Malea Farsai, General Counsel to Netsol International, Inc.
23.1 Consent of Malea Farsai, General Counsel to Netsol International, Inc.
(included in Exhibit 5.1).
23.2 Consent of Stonefield Josephson, Inc.
23.3 Consent of Saeed Kamran Patel & Co.
23.4 Consent of Mazars Neville Russell.
24.1 Powers of Attorney (included on page II-4).
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ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED HOWEVER, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Calabasas, State of California, on May 8, 2001.
NETSOL INTERNATIONAL, INC.
By: /s/ NAJEEB U. GHAURI
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Najeeb U. Ghauri
Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Najeeb U. Ghauri, Chief Executive Officer of
Netsol International, Inc., as his or her true and lawful attorney-in- fact and
agent with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
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/s/ Salim Ghauri President and Director May 8, 2001
- ------------------------------ (Principal Executive Officer)
Salim Ghauri
/s/ Syed Husain Chief Financial Officer May 8, 2001
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Syed Husain Principal Financial Officer)
/s/ Najeeb U. Ghauri Chief Executive Officer and May 8, 2001
- ------------------------------ Director
Najeeb U. Ghauri
/s/ Shahab Ghauri Director May 8, 2001
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Shahab Ghauri
/s/ Irfan Mustafa Chairman of the Board and May 8, 2001
- ------------------------------ Director
Irfan Mustafa
/s/ Naeem Ghauri Chief Operating Officer and May 8, 2001
- ------------------------------ Director
Naeem Ghauri
/s/ Cary Burch Director May 8, 2001
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Cary Burch
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/s/ Waheed Akbar Director May 8, 2001
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Waheed Akbar
/s/ Nasim Ashraf Director May 8, 2001
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Nasim Ashraf
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description
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5.1 Opinion of Malea Farsai, General Counsel to Netsol International,
Inc.
23.1 Consent of Malea Farsai, General Counsel to Netsol International,
Inc. (included in Exhibit 5.1).
23.2 Consent of Stonefield Josephson, Inc.
23.3 Consent of Saeed Kamran Patel & Co.
23.4 Consent of Mazars Neville Russell.
24.1 Powers of Attorney (included on page II-4).