SCHEDULE 14A INFORMATION
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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/X/ Soliciting Material Pursuant to Section240.14a-12
NETSOL INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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Registrant)
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NETSOL INTERNATIONAL, INC.
24025 PARK SORRENTO, SUITE 220
CALABASAS, CA 91302
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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Notice is hereby given that a special meeting of the stockholders of NetSol
International, Inc., a Nevada corporation, will be held beginning at 9:00 a.m.
(local time), at NetSol's offices at 24025 Park Sorrento, Calabasas, California,
on Monday, June 11, 2001, for the following purpose:
1. Consider and act upon a proposal submitted by NetSol Shareholders Group, LLC
to amend our bylaws to expand your current eight member board of directors
by increasing and fixing the number of authorized directors at fifteen
directors; and if this proposal is successful, then
2. Fill the newly created vacancies by electing the nominees of your board of
directors or the nominees of NetSol Shareholders Group, LLC.
3. If the first proposal is unsuccessful, then approve our amended and restated
articles of incorporation to (a) remove cumulative voting in the election of
our directors, (b) authorize the creation of shares of undesignated
preferred stock, (c) provide for a classified board of directors so each of
our directors is elected for a three year term with one-third of our board
standing for election each year, (d) provide that the holders of at least
66 2/3% of our outstanding voting stock vote in favor of any amendment to
our bylaws and some amendments to our articles of incorporation and (e)
include provisions identical to those in our bylaws and described in the
next proposal.
4. If the first proposal is unsuccessful, then approve our amended and restated
bylaws to: (a) provide that any action to be taken by our stockholders may
be taken only at our annual or a special meeting of our stockholders, and
not by written consent of our stockholders, (b) provide for an advance
notice procedure for the nomination, other than by your board of directors,
of candidates for election as our directors as well as for other proposals
to be considered at our meetings of our stockholders, (c) provide that only
our chief executive officer, president, chairman of the board or board of
directors may call a special meeting of our stockholders, (d) provided that
our directors may only be removed from office for cause, (e) provide that
the affirmative vote of holders of at least 66 2/3% of our outstanding
voting stock be required to amend our bylaws and (f) provide for limited
liability for our directors, officers and other agents.
No other business may be transacted at the special meeting.
Stockholders of record at the close of business on May 11, 2001 are entitled
to notice of and to vote at the special meeting. Only stockholders and our
invited guests will be permitted to attend the special meeting.
/s/ Irfan Mustafa
Irfan Mustafa
CHAIRMAN OF THE BOARD OF DIRECTORS
June 1, 2001
WE ARE THE BOARD OF DIRECTORS (NOT INCLUDING CARY BURCH) OF NETSOL
INTERNATIONAL, INC. WE WILL BE FURNISHING YOU WITH A DEFINITIVE PROXY STATEMENT
RELATING TO THE MATTERS LISTED ABOVE. THE PROXY STATEMENT CONTAINS IMPORTANT
INFORMATION AND WE URGE YOU TO READ IT CAREFULLY. THE PROXY STATEMENT ALSO
DESCRIBES US, OUR DIRECTOR NOMINEES, OUR POSITIONS AT NETSOL AND THE NUMBER OF
NETSOL SECURITIES WE OWN. THE PRELIMINARY PROXY STATEMENT IS AVAILABLE AT HTTP//
WWW.SEC.GOV.