UNITED
STATES
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
Date
of
Report (Date of earliest event reported): November 5, 2008 (October 31,
2008)
Commission
file number: 0-22773
NETSOL
TECHNOLOGIES, INC.
(Exact
name of small business issuer as specified in its charter)
|
NEVADA
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95-4627685
|
|
(State
or other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
NO.)
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23901
Calabasas Road, Suite 2072, Calabasas, CA 91302
(Address
of principal executive offices) (Zip Code)
(818)
222-9195 / (818) 222-9197
(Issuer's
telephone/facsimile numbers, including area code)
Item
8.01. Other Events.
On
October 31, 2008, NetSol Technologies, Inc., a Nevada corporation (the
“Company”) acquired the issued and outstanding membership interests of Ciena
Solutions, LLC (“Ciena”). Other than the Membership Interest Purchase Agreement
entered into to effectuate this acquisition, there was no relationship between
the
Company and any of the parties to the Membership Interest Purchase Agreement.
According
to the terms of the Membership Interest Purchase Agreement, the Company acquired
100% of the issued and outstanding membership interests of Ciena from the Ciena
members, whose identity is set forth in the Membership Interest Purchase
Agreement (the “Ciena Members”) at the Closing Date in exchange for a purchase
price consisting of: (a) an initial deposit of three hundred fifty thousand
dollars ($350,000) and payments over the next 4 fiscal equal in each year to
25%
of the lesser of Ciena’s EBDITA multiplied by 4.5 and the Gross Revenues
multiplied by .75 less the deposit, in earn-out year two, and other deductions for capital costs of
Ciena (the “earn-out payments’). The earn-out payments shall be paid
50%
in
shares of restricted common stock of NetSol at the 30 day volume weighted
average price (“VWAP”) for each of the 30 trading days prior to the close of the
applicable fiscal year and 50% in cash. VWAP shall be calculated by taking
the
closing price of NetSol’s common stock as traded on the NASDAQ Capital Market
under the symbol NTWK (“NetSol Shares”) for each of the 30 trading days used in
the VWAP calculation multiplied by the daily volume for each of the 30 trading
days used in the VWAP calculation, the product of the preceding calculation
is
divided by 30 and then divided by the average of the daily volume for each
of
the 30 trading days used in the VWAP calculation.
Under
no
circumstances shall the total number of shares of common stock issued to the
Ciena Members exceed 19.9% of the issued and outstanding shares of common stock,
less treasury shares, of the Company at October 31, 2008. The acquisition is
not
of a significant amount of assets for purposes of reporting under Item 2.01
of
this report.
Exhibits
8.01
Membership Interest Purchase Agreement dated as of October 29, 2008 by and
between the Company, Ciena Solutions, LLC and the members of Ciena Solutions
LLC.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NETSOL
TECHNOLOGIES, INC.
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| Date: November
5, 2008 |
By: |
/s/ Najeeb
Ghauri |
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NAJEEB GHAURI
Chief
Executive Officer
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| Date: November
5, 2008 |
By: |
/s/ Tina
Gilger |
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