SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(the "EXCHANGE ACT")
Date of Report (date of earliest event reported): July 16, 2001
NETSOL INTERNATIONAL, INC.
(the "COMPANY")
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
333-28861 95-4627685
(Commission File Number) (IRS Employer Identification No.)
(Address of Principal Executive Offices, Including Zip Code)
24025 PARK SORRENTO, SUITE 220, CALABASAS, CA 91302
(818) 222-9195
(Registrant's Telephone Number, Including Area Code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
As previously reported on Form 8-K dated June 20, 2001, the District
Court, Clark County, Nevada (the "District Court") appointed George C. Swarts as
Receiver for the Company resulting from a pending motion for a preliminary
injunction in the case of NetSol International, Inc. vs. Jonathan D. Iseson, et
al. civil action (Case No. A435871) (the "Case"). On July 16, 2001, the District
Court approved a settlement agreement between all parties to the Case (also
referred to as the "NetSol Shareholder Group" and the "Ghauri Brothers") and the
Receiver (the "Settlement Agreement").
The Settlement Agreement provides for:
(i) The appointment of Peter Sollenne, Chief Executive Officer, and
Naeem Ghauri, President of the Company, to manage the Company
subject to the continuing control and supervision of the
Receiver;
(ii) Execution of mutual releases and dismissal of all pending
litigation with prejudice, by all parties to the Case;
(iii) Settlement of certain employment compensation matters and
expense reimbursement to former officers of the Company;
(iv) One million dollars ($1,000,000) in interim financing to the
Company, to be funded equally by each party to the Case, which
may in the form of sales of restricted Company stock;
(v) A share recall of all outstanding stock in the Company, and an
issuance of new shares with new CUSIP numbers to current
stockholders of the Company (the "Share Recall"); and
(vi) As soon as reasonably practical following the completion of the
Share Recall, the Receiver to call a special stockholder's
meeting (the "Company Meeting") to determine, among other
things, the continued management of the Company. Pending the
conclusion of the Company Meeting, the Receiver shall remain in
place.
The Settlement Agreement also contemplates an asset sale by the Company
to the Ghauri Brothers, the terms of which would be contained in a separate
letter of intent to be agreed upon between the parties to the Case, and subject
to a fairness opinion, shareholder and court approval, along with compliance
with any and all other requirements of applicable state and federal law.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following documents are filed as exhibits to this
report:
99.1 Settlement Agreement dated July 10th 2001, regarding Case
No. A4345871, currently pending in the District Court, Clark
County, Nevada.
SIGNATURES:
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 hereunto duly authorized.
NETSOL INTERNATIONAL, INC.
By: /s/ GEORGE C. SWARTS
---------------------------------------
(Print name and title of signing officer)
George C. Swarts, Receiver
Dated: July 17, 2001