AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2006
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 TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
Nevada 2834 95-4627685
(State or Other Jurisdiction (Primary Standard (IRS Employer
of Incorporation Industrial Classification Identification
or Organization) "SIC" Code Number) Number)
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23901 Calabasas Road, Suite 2072
Calabasas, CA 91302
Phone: (818) 222-9195
Fax: (818) 222-9197
(Address including the zip code & telephone number including
area code, of registrant's principal executive office)
NETSOL TECHNOLOGIES, INC. 2004 INCENTIVE STOCK OPTION PLAN
NAEEM GHAURI
CHIEF EXECUTIVE OFFICER
NETSOL TECHNOLOGIES, INC.
23901 Calabasas Road, Suite 2072
Calabasas, CA 91302
Phone: (818) 222-9195
Fax: (818) 222-9197
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
PATTI L. W. MCGLASSON
CORPORATE COUNSEL AND SECRETARY
NETSOL TECHNOLOGIES, INC.
23901 Calabasas Road, Suite 2072
Calabasas, CA 91302
Phone: (818) 222-9195
Fax: (818) 222-9197
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE REGISTRATION FEE(2)
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Common Stock, par value $0.001 per 5,000,000 $2.03 $10,150,000 $1,187.55
share
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement includes shares issuable
upon any stock split, stock dividend or similar transaction effected
without the registrant's receipt of consideration with respect to the
shares covered hereby are also being registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement on Form S-8 in accordance
with Rule 428 of the Securities Act and the Note in the Instructions to Part I
of Form S-8. The documents specified in this Part I will be sent or given to
employees as specified by rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission, pursuant to the Securities Exchange Act of
1934, as amended, are incorporated by reference in this registration statement
as of their respective dates:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended June
30, 2005.
(b) The Registrant's Quarterly Reports on Form 10-QSB for the quarterly
period ended September 30, 2005 and, December 31, 2005.
(c) The Registrant's Current Reports on Form 8-K filed on March 17, 2006
and March 22, 2006.
(d) The Registrant's Definitive Proxy Statement filed with the SEC on
March 3, 2006.
All documents filed or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities described herein 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
thereof from the date of filing of such documents with the SEC. Any statement in
a document 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The audited financial statements for our company for the fiscal years June 30,
2005 and June 30, 2004 which are incorporated by reference into this prospectus
are reliant on the reports of Kabani & Company, Inc., independent certified
public accountants, as stated in their reports therein, upon the authority of
that firm as experts in auditing and accounting The audited financial statements
for our company as of the fiscal years ended June 30, 2005 and June 30, 2004
also included in this prospectus are also reliant on the reports of Saeed Kamran
Patel & Co., Chartered accountants, as stated in their reports therein, upon the
authority of that firm as experts in auditing and accounting.
The audited financial statements for CQ Systems Ltd as of the year ended March
31, 2004 which are incorporated by reference in this prospectus are reliant on
the reports of CMB Partnership, as stated in their reports therein, upon the
authority of that firm as experts in auditing and accounting.
Patti L. W. McGlasson, Esq., counsel for our Company, has passed on the validity
of the securities being offered hereby.
Kabani & Company, Inc. was not hired on a contingent basis, nor will it receive
a direct of indirect interest in the business of the issuer. Neither Kabani &
Company, Inc. nor its principals are, or will be, a promoter, underwriter,
voting trustee, director, officer or employee of NetSol. Saeed Kamran Patel &
Co, was not hired on a contingent basis, nor will it receive a director or
indirect interest in the business of the issuer. Neither Saeed Kamran Patel &
Co, nor its principals are, or will be, a promoter, underwriter, voting trustee,
director, or officer of employee of NetSol. CMB Partnership was not hired on a
contingent basis by CQ, nor will it receive a direct or indirect interest in the
business of issuer. Neither CMB Partnership nor its principals are, or will be,
a promoter, underwriter, voting trustee, director, officer or employee of
NetSol. Patti L. W. McGlasson is an officer and employee of NetSol. She has
received, as part of her compensation with NetSol, options to purchase and
grants of shares of common stock. As of April 7, 2006, Ms. McGlasson is the
holder of 20,000 shares of common stock of NetSol and options to purchase 5,000
shares at the exercise price of $3.00 per share; 20,000 shares at the exercise
price of $2.65 and 30,000 shares at the exercise price of $5.00 per share. These
options expire in March 2009. Ms. McGlasson is not nor is it intended that she
will be a promoter, underwriter, voting trustee or, director of NetSol.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are required by our Bylaws and Certificate of Incorporation to
indemnify, to the fullest extent permitted by law, each person that we are
permitted to indemnify. Our Bylaws it to indemnify such parties to the fullest
extent permitted by Nevada law.
Nevada corporation law permits us to indemnify our directors, officers,
employees, or agents against expenses, including attorneys fees, judgments,
fines and amounts paid in settlements actually and reasonably incurred in
relation to any action, suit, or proceeding brought by third parties because
they are or were directors, officers, employees, or agents of the corporation.
In order to be eligible for such indemnification, however, our directors,
officers, employees, or agents must have acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, our best interests. In
addition, with respect to any criminal action or proceeding, the officer,
director, employee, or agent must have had no reason to believe that the conduct
in question was unlawful.
In derivative actions, we may only indemnify our officers, directors,
employees, and agents against expenses actually and reasonably incurred in
connection with the defense or settlement of a suit, and only if they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
our best interests. Indemnification is not permitted in the event that the
director, officer, employee, or agent is actually adjudged liable to the
corporation unless, and only to the extent that, the court in which the action
was brought so determines.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to our controlling directors, officers,
or persons pursuant to the foregoing provisions, we have been informed that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
4.1 Instruments Defining Rights of Shareholders. Reference is made
to Registrant's Registration Statement on Form 8-A, as amended,
and the exhibits thereto, which are incorporated herein by
reference pursuant to Item 3(d) of this Registration Statement.
5.1 Opinion of Patti L. W. McGlasson, Esq.
23.1 Consent of Kabani & Company with respect to the financial
statements of the Registrant.
23.2 Consent of Saeed Kamran & Patel
23.3 Consent of CMB Partnership
99.1(1) 2004 Employee Stock Option Plan.
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(1) Previously filed as an exhibit to the Registrant's Definitive Proxy
Statement filed February 7, 2005, and incorporated herein by reference.
ITEM 9. REQUIRED UNDERTAKINGS
(a) 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
Provided, however, That:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the registration statement is on Form S-8 (section
239.13 of this chapter) and the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)
that are incorporated by reference in the registration
statement; and,
(B) Paragraphs (a)(1)(i), (a)(1`)(ii) and (a)(1)(iii) of this
section do not apply if the registration statement is on From
S-3 (section w239.13 of this chapter) or Form F-3(section
239.33 of this chapter) and the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to rule 424(b) (section
230.424(b) of this chapter) that is part of the registration
statement.
(C) Provided further, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is for
an offering of asset-backed securities on Form S-1 (section
239.11 of this chapter) or Form S-3 (section 239.13 of this
chapter) and the information required to be included in a
post-effective amendment is provided pursuant to Item 1100(c)
of Regulation AB (section 229.1100(c).
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(2) That, for the purpose of determining any liability under
Securities Act of 1933, 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.
(5) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B (section
230.430B of this Chapter)
(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) (section 230.424(b)(3) of this chapter) shall
be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and
included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424 (b)(2), (b)(5), or (b)(7) (section 230.424(b)(2)
(b)(5), or (b)(7) of this chapter) as part of a
registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) (section 230.415(a)(1)(i), (vii), or (x)
of this chapter) for the purpose of providing the
information required by section 10(a) of the Securities
Act of 1933 shall be deemed to be part of an included in
the registration statement as of the earlier of the date
such form of prospectus is first used after
effectiveness or the date of the first contract of sale
of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a
new effective date of the registration statement,
relating to the securities in the registration statement
to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or
prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated
by reference into the registration statement or
prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any
statement that was made in the registration statement or
prospectus that was part of the registration statement
or made in any such document immediately prior to such
effective date;
(ii) If the registrant is subject to Rule 430C (section
230.430C of this chapter) each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A(section 230.430A of
this chapter), shall be deemed to be part of an included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange 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 questions 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 this 7th day of
April, 2006.
NETSOL TECHNOLOGIES, INC.
By: /s/ NAEEM GHAURI
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NAEEM GHAURI
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Naeem Ghauri, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities to sign the registration statement on Form S-8 to be
filed in connection with the offerings of ordinary shares of Intrusion Inc. and
any and all amendments (including post-effective amendments) to this
registration statement, and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or his substitutes, each acting alone, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME AND SIGNATURE TITLE DATE
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/s/ Naeem Ghauri Director and Chief Executive Officer April 7, 2006
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/s/ Najeeb U. Ghauri Director and Chairman April 7, 2006
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/s/Tina Gilger Chief Financial Officer April 7, 2006
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/s/ Derek Soper Director April 7, 2006
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/s/ Salim Ghauri Director and President April 7, 2006
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/s/ James Moody Director April 7, 2006
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/s/ Eugen Beckert Director April 7, 2006
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/s/ Shahid Javed Burki Director April 7, 2006
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