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DEFINITIVE PROXY STATEMENT
SCHEDULE 14A INFORMATION
(RULE 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
NETSOL INTERNATIONAL, INC.
(Name of Registrant as Specified in Charter)
NETSOL SHAREHOLDERS GROUP, LLC
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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TO STOCKHOLDERS
OF
NETSOL INTERNATIONAL, INC.
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PROXY AND CONSENT STATEMENT
OF
NETSOL SHAREHOLDERS GROUP, LLC
Dear Fellow NetSol International, Inc. Stockholders:
This Proxy and Consent Statement and the accompanying BLUE proxy card and
GREEN consent card are being furnished to stockholders ("Stockholders") of
NetSol International, Inc. (the "Company") with a principal executive office at
24025 Park Sorrento, Suite 220, Calabasas, California 91302 in connection with
(a) the solicitation of proxies by NetSol Shareholders Group, LLC (the "Group")
to be used at a special meeting (the "Special Meeting") of Stockholders to be
held at 9:00 a.m. local time on Tuesday, June 18, 2001, at the offices of the
Company at 24025 Park Sorrento, Suite 220, Calabasas, California, and at any
adjournments, postponements or reschedules thereof and (b) the solicitation of
written consents by the Group in lieu of the Special Meeting. This Proxy and
Consent Statement and the BLUE proxy card and GREEN consent card are first being
furnished to Stockholders on or about June 7, 2001.
At the Special Meeting, the Group will seek to: (a) amend the Bylaws of the
Company (the "Bylaws"), to increase the maximum number of directors from nine
(9) to fifteen (15) directors, and to change the number of authorized directors
from eight (8) to fifteen (15) directors (the "Board Increase"); and (b) elect
seven (7) new directors (the "New Directors") to fill the vacancies on the Board
of Directors ("Board") created by the Board Increase (the Board Increase and the
election of the Nominees, each a "Proposal," and collectively, the "Proposals").
The Group's current nominees to be New Directors are named below under "Election
of Directors." Each of the nominees (each a "Nominee" and, collectively, the
"Nominees"), have been selected by the Group.
In the alternative, rather than amending the Bylaws and appointing the New
Directors at the Special Meeting, the Group is seeking to amend the Bylaws and
appoint the New Directors by written consent in accordance with Section
78.320(2) of the Nevada Revised Statutes ("NRS"). NRS Section 78.320(3) provides
that in no instance where action is authorized by written consent need a meeting
of stockholders be called or notice given.
Section 1 of Article V of the Bylaws provides that the Bylaws may be amended
by the affirmative vote of Stockholders holding of record in the aggregate at
least a majority of the outstanding shares of stock entitled to vote in the
election of directors at any annual or special meeting of Stockholders, provided
that the notice or waiver of notice of such meeting shall have summarized or set
forth in full therein, the proposed amendment. Pursuant to NRS Section
78.320(2), any action required or permitted to be taken at a meeting of
stockholders may be taken without a meeting if a written consent thereto is
signed by stockholders representing not less than a majority of the voting power
of the issued and outstanding stock entitled to voting power. NRS Section
78.320(3) provides that in no instance where action is authorized by written
consent need a meeting of stockholders be called or notice given.
The Group's proposed Board Increase, if approved, will create seven (7)
vacancies on the Board. Sections 4.1 and 4.3 of Article II of the Bylaws provide
that vacancies on the Board may be filled by the vote of a majority of the
outstanding shares entitled to vote, represented at a duly held meeting at which
a quorum is present, or by the written consent of holders of the majority of the
outstanding shares entitled to vote; each director so elected shall hold office
until the next annual meeting of the Stockholders and until a successor has been
elected and qualified.
In accordance with NRS Sections 78.320(2) and 78.320(3) and consistent with
both the Articles of Incorporation of the Company, as amended (the "Articles")
and the Bylaws, the Group may effect the Board Increase and the election of the
Nominees as the New Directors by obtaining the written consent of Stockholders
holding the required majority voting power, without holding a special
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meeting of Stockholders and without giving prior notice of such action to the
Stockholders. If Stockholders representing not less than a majority of the
voting power of the issued and outstanding stock entitled to voting power sign
and return GREEN consent cards enacting the Board Increase and electing the
Nominees as the New Directors, and such consents are delivered to the Company
prior to 9:00 am on June 18, 2001, such action will be taken by such written
consent in lieu of the Special Meeting.
If the requisite consents are not delivered prior to the Special Meeting,
then the Group will seek to enact the Board Increase and appoint the Nominees as
the New Directors at the Special Meeting. If sufficient consents to enact the
Board Increase but not to appoint the New Directors are delivered prior to the
Special Meeting, the Group will seek to appoint the Nominees as the New
Directors at the Special Meeting. If the requisite consents are not delivered
prior to the Special Meeting, and neither the Proposal nor incumbent
management's proposal to eliminate the ability to act by written consent (see
"Incumbent Management's Proposals" below) are enacted at the Special
Meeting, the Group will continue to solicit sufficient consents to enact the
Proposals through August 1, 2001. If incumbent management's proposal to provide
that any action to be taken by Stockholders take place only at annual or special
meetings of Stockholders and not by written consent of Stockholders, is adopted
at the Special Meeting then consents dated after the date of the Special Meeting
would be ineffective and the Group will therefore not continue to solicit such
consents.
The Group is not satisfied with the existing management or Board of the
Company. It believes that the losses announced by the Company on May 14 and May
15, 2001, demonstrate that the Company is not maximizing the value of its
assets, and has not adequately pursued market opportunities. The Group believes
that the decline in the Company's stock price from $75.00 per share in March
2000 to the current price of under $5.00 per share demonstrates that the
investment community lacks confidence in both the Company and its management.
The Group believes that it is in the best interest of all of the Stockholders to
increase the size of the Board and to add the Nominees as the New Directors, who
are committed to maximizing the share price and forging a clear direction for
the Company. ACCORDINGLY, THE GROUP IS SOLICITING PROXIES AND CONSENTS IN FAVOR
OF AMENDING THE COMPANY'S BYLAWS SO AS TO INCREASE THE SIZE OF THE BOARD OF
DIRECTORS FROM EIGHT (8) DIRECTORS TO FIFTEEN (15) DIRECTORS AND TO ELECT THE
NEW DIRECTORS PROPOSED BY THE GROUP.
THE NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTEREST OF THE
STOCKHOLDERS. THE GROUP BELIEVES THAT YOUR VOICE IN THE FUTURE OF THE COMPANY
CAN BEST BE EXPRESSED THROUGH AMENDMENT OF THE BYLAWS INCREASING THE SIZE OF THE
BOARD AND THE ELECTION OF THE NOMINEES AS THE NEW DIRECTORS. ACCORDINGLY, THE
GROUP URGES YOU TO VOTE YOUR BLUE PROXY CARD AND GREEN CONSENT CARD FOR THE
BOARD INCREASE AND FOR THE NOMINEES AS THE NEW DIRECTORS.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE
OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH SHARES AT THE
SPECIAL MEETING AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT
THAT PERSON TO EXECUTE ON YOUR BEHALF THE BLUE PROXY CARD AS SOON AS POSSIBLE.
IMPORTANT
The approval of the Board Increase requires the affirmative vote of a
majority of the votes cast at the Special Meeting, and, the election of the
Nominees as New Directors requires a plurality of the votes cast at the Special
Meeting, assuming a quorum is present or otherwise represented at the Special
Meeting. A majority of the outstanding shares entitled to vote is required for
the approval of the Board Increase and for the election of the Nominees as the
New Directors by written consent. The standards for approval of each of the
Proposals, at either the Special Meeting or by written consent, are as set
forth in the following chart:
Amendment of Company Bylaws Filling Vacancies
on Company's Board of Directors
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Action at Special Meeting of Requires that the number of votes Requires a plurality of the votes
Stockholders cast in favor of the action exceeds cast at the election. See NRS
the number of votes cast in 78.330(1).
opposition to the action. See NRS
78.320(1)(b).
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Action by Written Consent of Requires consent of stockholders Requires consent of holders of the
Stockholders holding at least a majority of majority of the outstanding shares
the voting power. See NRS 78.320(2). entitled to vote. See NRS
78.320(2); Article II, Sections 4.1
and 4.3 of Bylaws.
As a result, your vote is extremely important in deciding the future of the
Company. The Group urges you to sign, date and return the enclosed BLUE
proxy card and GREEN consent card to vote FOR the Board Increase and FOR the
election of the Nominees as the New Directors.
THE GROUP URGES YOU NOT TO SIGN ANY PROXY OR CONSENT CARD SENT TO YOU BY
MANAGEMENT OF THE COMPANY. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR
PROXY BY DELIVERING A LATER-DATED BLUE PROXY CARD TO THE GROUP. SEE "VOTING
PROCEDURES" "PROXY PROCEDURES" AND "REVOCATION" BELOW.
Only holders of record of the Company's voting securities as of the close of
business on Friday, May 11, 2001 (the "Record Date") are (i) entitled to notice
of and to vote at the Special Meeting and any adjournments or postponements
thereof. According to the Quarterly report on Form 10-QSB for the quarterly
period ending March 31, 2001, filed with the Securities and Exchange Commission
(the "SEC") on May 15, 2001, as of May 11, 2001 there were 11,731,440 shares of
common stock, par value $.001 per share (the "Common Stock"), outstanding and no
shares of preferred stock of the Company outstanding. Unless a Stockholder
exercises his right to cumulate votes for purposes of voting in the election of
a New Director at the Special Meeting, Stockholders of record at the close of
business on the Record Date will be entitled to one vote at the Special Meeting
for each share of Common Stock held on the Record Date.
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As of May 11, 2001, members of the Group, Blue Water Master Fund, L.P., ("BW
Master Fund"), Blue Water Partners II, L.P., PSM International Limited ("PSM"),
and Dr. Henry Vogel (collectively, the "Group Members"), beneficially owned an
aggregate of 3,016,840 shares of Common Stock, representing approximately 25.7%
of the outstanding shares of Common Stock. The Group Members and their
affiliates intend to vote such shares FOR the Board Increase and FOR the
election of the Nominees as the New Directors.
The NRS do not impose either a record date or an expiration date with regard
to consents. Those requirements were deleted by amendments to the NRS adopted in
1991. Pursuant to NRS 78.320(2), all shareholders holding voting power on the
date on which a majority of consents are executed may execute consents. Pursuant
to NRS 78.320(3), no notice of any kind to shareholders is required before the
execution or effectiveness of written consents. While the consents do not
expire, the Group does not intend to continue soliciting consents if sufficient
consents are not received by August 1, 2001. In order to avoid the necessity of
the Special Meeting, the Group must receive consents from stockholders holding
at least a majority of the voting power before the Special Meeting. If the
incumbent management's proposal to eliminate Stockholder written consents is
successful, the Group does not intend to continue soliciting consents after the
Special Meeting, because consents dated after June 18, 2001 will be ineffective.
THE GROUP URGES YOU TO VOTE FOR THE BOARD INCREASE AND FOR THE NOMINEES AS
THE NEW DIRECTORS BY RETURNING YOUR COMPLETED BLUE PROXY CARD AND GREEN CONSENT
CARD TODAY. A failure to sign, date and return the BLUE proxy card in a timely
manner will have the same effect as a vote against the Proposals, and the
failure to sign, date and return the GREEN consent card in a timely manner will
have the same effect as voting against the Proposals. If you have any questions,
you can reach the Group's proxy solicitor, Innisfree M&A Incorporated, Attn.
Alan Miller, at 1-888-750-5834.
BACKGROUND OF THE PROXY SOLICITATION
The Common Stock has declined precipitously from a high of $75.00 per share
on March 3, 2000 to a low of $1.38 on April 5, 2001. During 2000 and the
beginning of 2001, Mr. Jonathan Iseson contacted members of the Board regarding
problems that BW Master Fund perceived with the management and profitability of
the Company. BW Master Fund cited the lack of response of the Company to market
conditions, the Company's refusal to acquire target companies that could
increase the Company's value, the Company's lack of collection efforts of
accounts receivable, and resignations by members of the Board.
On January 22, 2001, BW Master Fund filed an amendment to its Schedule 13D,
stating its intent to be more than a passive investor. During the first quarter
of 2001, BW Master Fund requested information regarding the Company's allocation
of revenues and currency translations, BW Master Fund was not satisfied with the
Company's response to its concerns.
On April 17, 2001, investment banker Shelly Singhal, who is a director of
Netgateway, Inc. (OTC BB: NGWY.OB), was contacted for the first time based on a
referral. BW Master Fund had no prior relationship with Mr. Singhal or
Netgateway. On April 19, 2001, BW Master Fund had oral discussions with Mr.
Singhal, concerning a possible strategic fit between Netgateway and the Company.
Netgateway is a potential customer of the Company, because Netgateway employees
several programmers and could potentially benefit from outsourcing some or all
of its programming needs to the Company.
On April 24, 2001, BW Master Fund, engaged legal counsel and initiated oral
communication with a limited number of fellow Stockholders pursuant to Rule
14a-2(b)(2), for the purpose of discussing their views on the management and
performance of the Company. BW Master Fund contacted Dr. Robert Harman because
he had met with the Company's management and Mr. Iseson at the Company's 2000
Annual Meeting of Stockholders to discuss the Company's business plans and
strategic direction. BW Master Fund was aware of PSM because it had a Consulting
Agreement with the Company which expired in August 2000, and Mr. Iseson had met
PSM's principal Graeme Glew at racing events.
As a major Stockholder, BW Master Fund has similar concerns as other
Stockholders with the Company's recent poor financial performance and falling
stock price. BW Master Fund believed that Robert and Susan Harman (the
"Harmans") and PSM had similar concerns as BW Master Fund regarding the Company,
and therefore contacted them, for the first time on April 24, concerning the
possibility of forming a shareholder group. On April 25, 2001, the Group Members
and the Harmans formed the Group for the purpose of exploring available options.
On April 25, 2001, the Group Members entered into a Stock Option Agreement
with Netgateway pursuant to which Netgateway was granted an option to purchase
up to 300,000 of the Group Members' shares in the Company, and the Group Members
were given warrants to purchase up to 300,000 shares in Netgateway common
stock. The Stock Option Agreement was suggested by Mr. Singhal to immediately
give each party some vested interest in the other's success. Donald Danks,
Chairman and Chief Executive Officer of Netgateway, has stated that "I believe
this is an excellent opportunity for two complimentary companies to explore a
wide range of strategic options to help maximize the value of the products,
services, infrastructures and assets of both companies." The Group believes that
there may be a strategic fit between the two companies, such as the possibility
that the Company could provide programming outsourcing for Netgateway. However,
neither the Group nor Netgateway has yet fully analyzed or determined whether
this is the case, no agreement has been reached between the Group (or any Group
Members) and Netgateway other than the Stock Option Agreement, and there have
been no specific negotiations concerning any acquisition, merger or other
potential transaction involving the Company and Netgateway.
BW Master Fund, Blue Water Partners II, L.P., Dr. Henry Vogel and Netgateway
each signed the Stock Option Agreement. Although listed as parties to the Stock
Option Agreement, the Harmans did not sign it. The Harmans agreed to be part of
the Group and were included in the initial Scheduled 13D filing. However,
thereafter Dr. Harman contacted the Group and stated that the Harmans had
changed their minds and did not want to execute the Stock Option Agreement or
remain in the Group. The 8,506 shares allocated from the Harmans under the
option agreement were reallocated pro-rata among BW Master Fund and Blue Water
Partners II, L.P.
On the morning of April 26, 2001, the Group filed a Schedule 13D with the
SEC and issued a press release announcing the formation of the Group. The Group
attempted to initiate contact with management of the Company. Management refused
to accept the Group's telephone calls. Thereafter, in the early afternoon of
April 26, the Group decided, for the first time, to initiate a proxy contest,
and instructed its legal counsel to immediately prepare and file a preliminary
proxy statement with the SEC.
On April 27, 2001, BW Master Fund called a Special Meeting of the
Stockholders for June 1, 2001, by written request to the Chairman of the Board
of the Company, later postponed to June 18, 2001. BW Master Fund currently holds
approximately 18.5% of the outstanding shares entitled to vote. Section 3.1 of
Article IV of the Bylaws authorizes one or more Stockholders, holding in the
aggregate at least 10% of the shares entitled to vote at any such meeting, to
call a Special Meeting for any purpose or purposes whatsoever. Pursuant to
Section 3.2 of Article IV of the Bylaws, the officer receiving such a request
shall forthwith cause notice to be given to the Stockholders entitled to vote,
that a meeting will be held at the time requested by the Stockholder or
Stockholders calling the meeting.
On April 27, 2001, the Group also filed a preliminary proxy statement with
the SEC, and issued a press release announcing the initiation of a proxy
contest. Counsel for the Group thereafter spoke with counsel for the Company in
an attempt to initiate discussions. Neither the Company nor its counsel
responded. The Company thereafter stated that "there is no room for compromise
at this point in time," and that "there was never any intent to negotiate with
the Group."
On May 7, 2001, the Company filed a preliminary proxy statement with the SEC
stating that it would hold the Special Meeting as requested by BW Master Fund.
On May 9, 2001, BW Master Fund revised its Special Meeting request to: (a) amend
the Bylaws to increase the maximum number of directors from nine (9) to fifteen
(15) directors and to change the number of authorized directors from eight (8)
to fifteen (15) directors; and (b) elect the Nominees as the New Directors. On
May 18, 2001, the Group filed an amended preliminary proxy statement with the
SEC. On May 23, 2001, the Company filed an amended preliminary proxy and consent
solicitation statement with the SEC, including a proposal that Stockholders
approve certain amendments to the Company's Articles and Bylaws in the event
that the Group's Proposals were defeated.
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In opposition to the current Board, the Group is seeking to solicit the
proxies and consents of Stockholders to be used to amend the current Bylaws so
as to increase the size of the Board from eight (8) directors to fifteen (15)
directors and to elect the Nominees as New Directors of the Company by written
consent, or alternatively at the Special Meeting. The Nominees, if elected,
intend to engage an investment bank and actively pursue acquiring, merging with
or being acquired by another public company. The Group believes that one or more
current directors of the Company, including Cary Burch, will vote in favor of
this plan. The Nominees plan to change the existing management and operations of
the Company to effectuate this plan. Each of the Nominees has consented, if so
elected, to serve as a director and is fully committed, if elected, to take such
action as the Nominees deem advisable and in the best interest of the
Stockholders and which they believe will maximize stockholder value and improve
the Company's future viability and growth.
The Group believes that the adoption of this strategy will make the Company
a far more attractive company.
BOARD INCREASE
The Group is seeking to amend the Bylaws to increase the maximum number of
directors from nine (9) to fifteen (15), and to change the number of authorized
directors from eight (8) to fifteen (15). Specifically, the Group is only
seeking to amend the first sentence of Article II, Section 2 of the Bylaws. The
first sentence of Article II, Section 2 of the Bylaws currently states:
"The authorized number of Directors of the Corporation shall be not less
than three (3) nor more than nine (9) and the exact number of directors
shall be eight (8) until changed, within the limits specified above, by a
resolution amending such exact number, duly adopted by the Board of
Directors or by the shareholders."
The Group's proposed amendment would amend the first sentence of Article II,
Section 2 of the Bylaws to state:
"The authorized number of Directors of the Corporation shall be not less
than three (3) nor more than fifteen (15) and the exact number of directors
shall be fifteen (15) until changed, within the limits specified above, by a
resolution amending such exact number, duly adopted by the Board of
Directors or by the shareholders."
If the Board increase is approved, the Group seeks to elect the Nominees as
the New Directors.
ELECTION OF DIRECTORS
According to the Company's proxy statement prepared in connection with the
2000 Annual Meeting of the Company, as filed with the SEC on November 9, 2000
(the "Company's Proxy Statement"), the Company currently has eight (8)
Directors, all of whose terms will expire at the next annual meeting of the
Stockholders. The Group proposes that the Stockholders vote in favor of the
Board Increase and elect each of the Nominees as the New Directors by written
consent or at the Special Meeting. Each Nominee, if elected, would hold office
until the next annual meeting of the Stockholders or until a successor has been
elected and qualified. Although the Group does not anticipate that any of the
persons named below will be unable or unwilling to stand for election, in the
event of such occurrence, proxies or consents may be voted for a substitute
designated by the Group.
Background information about the Nominees is set forth below. See Appendix I
for additional information about the Nominees, including their beneficial
ownership, purchase and sale of securities issued by the Company over the past
two years and the name and address of their principal employers.
JONATHAN D. ISESON, age 44, has over 24 years of investment management
experience. In 1999, Mr. Iseson founded Blue Water Partners, and has acted as
General Partner, Principal and Sole Investment Manager since its date of
inception to the present. From 1989 to 1999, Mr. Iseson was Vice President of
Keefe Managers, Inc., a hedge fund specializing in financial securities and
worked with one of its founding members, Harry Keefe. Mr. Iseson's
responsibilities included overseeing the trading desk as well as the convertible
and arbitrage strategies, and was primarily responsible for the hedging of the
portfolio. In addition, during that time, Mr. Iseson had considerable input into
Keefe Managers, Inc.'s investment process. During Mr. Iseson's tenure with Keefe
Managers, Inc., he also helped build the firm's assets to approximately $900
million. From 1987 to 1989, Mr. Iseson worked for Keefe, Bruyette & Woods,
managed the convertible and arbitrage departments and oversaw the firm's market
making in equity securities. From 1985 to 1987, Mr. Iseson worked for Montgomery
Securities, where he eventually became a partner and oversaw the convertible and
arbitrage department. From 1980 to 1985, Mr. Iseson was a Vice President with
Keefe, Bruyette & Woods, and managed the convertible trading department and the
creation of markets in over-the-counter and listed equities. Mr. Iseson started
his career at Wechsler & Krumholz, a firm specializing in convertibles and
REITs. Mr. Iseson has served on the board of The Options & Futures Society and
recently passed the Series 7 and Series 63 examinations.
GREGORY J. MARTIN, age 45, has extensive experience with international
marketing, business strategy development and venture funding. As explained
below, Mr. Martin's has actively worked with shareholders, board members and
executive managers of 28 companies over the last 9 years, regarding business
strategy development, marketing, capital formation, and mergers & acquisitions.
From 1995 to the present, Mr. Martin has been active running a private
consulting practice (Andrada, Inc. dba Corvus Business Development Services).
Mr. Martin is presently representing three private companies as an advisor.
These client engagements include structuring the transition of ownership of a
privately held manufacturing company located in Southern California from the
existing shareholders to an Employee Stock Ownership Plan for one client,
searching for $20 to $25 million in recapitalization financing from private
equity groups to structure a roll-up of three companies in the horticultural
industry for the second client, and assisting the third client, an aerospace
engineering firm, in conducting a strategic acquisition.
Concurrent to his activities at Corvus, Mr. Martin has served in a variety of
executive management roles. From 1999 to 2001, Mr. Martin was a Vice President
with Emerge Corporation, a financial advisory business that specialized in
mergers and
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acquisitions. While with Emerge, Mr. Martin was responsible for bringing 12
clients to market for sale or recapitalization, partnering on closing two deals
(one a $38 million recapitalization of an aerospace engineering firm and the
second a $7 million sales of a Canadian tool manufacturer) and generating
letters of intent for six other clients, four of which were pending when he
departed Emerge in January of this year to devote his full efforts to Corvus.
While with Emerge, Mr. Martin also had a lead role in two consulting projects
that developed strategic acquisition plans for two clients: Air Methods
Corporation (NASDAQ: AIRM), a leading provider of air medical services and
related products, and another privately held corporation that is a $300 million
revenue manufacturer of passive electronic components.
From 1998 to the present, Mr. Martin has served as an associate with Spectrum
Business Resources, Inc. While working with Spectrum Business Resources, Inc.,
Mr. Martin worked with the President to build an effective middle-market mergers
and acquisition practice from an established business brokerage, by increasing
deal maker skills, acquiring more sophisticated resources and transaction
analysis tools, developing a marketing program to find and attract larger
clients, and broadening the service offering of the firm. He also closed two
transactions while at Spectrum and continues to co-represent a client for
Spectrum in a sell-side engagement. And finally Mr. Martin guided a business
services client (privately held company) through both a strategic planning and
acquisition planning projects.
From 1996 to 1997, Mr. Martin was the Chief Financial Officer, Executive Vice
President and ultimately the CEO of Ice Holdings, Inc. While with Ice Holdings,
Inc., Mr. Martin directed the re-organization of a publicly traded shell company
into an operational holding company, which acquired and helped to grow emerging
technology companies. From 1993 to 1995, Mr. Martin was the Managing Director of
Claridge House Limited, a Hong Kong trading company and specialty
sub-contractor. While with Claridge House Limited, Mr. Martin directed the
corporate turnaround of the 15 year-old company and developed the company's
first strategic marketing and sales plan. Claridge House Ltd.'s 1993 sales
reached their highest point in five years of over HK$35 million (US$5 million).
After completing an international MBA at the University of Southern California's
IBEAR Program in 1992, Mr. Martin went to Hong Kong where he worked in the
Commercial Service office of the U.S. Consulate for six months as part of a
graduate internship program sponsored by the Department of Commerce until early
1993. Mr. Martin authored two documents for use by United States businesses
("Industry Sub-sector Analysis of the Semi-Conductor Industry" in Hong Kong, and
a "Marketing Guide to Airport Core Program" describing opportunities for U.S.
business to participate in the center piece of a $23 billion infrastructure
project in Hong Kong). From 1989 to 1991, Mr. Martin worked as a Systems Analyst
and Technical Consultant for Vitro Corporation. While at Vitro, Mr. Martin
designed and conducted seven major classified test programs involving undersea,
surface and air assets to test sensor, weapon, communication, navigation and
tactical computer systems effectiveness. While at Vitro he published several
classified reports for the Naval Space & Warfare Systems Command in 1989, 1990
and 1991.
From 1978 to 1989 Mr. Martin served in active military duty with 2 additional
years of reserve duty concurrent with his position as a technical consultant and
systems analyst with Vitro Corporation.
In 1978 Mr. Martin graduated from the U.S. Naval Academy with a BS in Physical
Science, and received an MBA from the University of Southern California in 1992.
Mr. Martin is a member of Phi Beta Gamma Business Honor Society, the Alliance of
Mergers & Acquisitions Advisors and the American Institute of Aeronautics and
Astronautics. In 1998, Mr. Martin also taught international business strategy at
the Keller Graduate School of Management, located in Long Beach, California.
PETER R. SOLLENNE, age 52, has extensive experience in venture capital funding,
public company equity raising and debt raising. As explained below, Mr. Sollenne
has established a successful record of accomplishments in executive management,
sales and marketing as well as success in the role of a financial executive over
the past 28 years. From May 2001 to the present, Mr. Sollenne has been the
President and Chief Executive Officer of Techna Global Solutions, Inc. Techna
Global Solutions is a ten year old specialty IT services provider, which
provides business technology solutions worldwide. From November, 2000 to April
2000, Mr. Sollenne was the President and Chief Operating Officer of Aces
International, Inc. Mr. Sollenne developed an infrastructure, sales organization
and the necessary strategic alliances to position Aces International, Inc. as a
leading provider of CRM, CTI and e-Commerce consultative services. Mr. Sollenne
helped to establish strategic alliances with Siebel Systems, Broadvision, WEB
Methods, Clarify and Silverstream. From May, 2000 to October, 2000, Mr. Sollenne
was the President
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8
and Chief Executive Officer of InQuote.com. InQuote.com was a business to
business exchange in the automotive industry. Mr. Sollenne worked with the
founder of InQuote.com to secure the first round (Series A) venture capital
financing. From December, 1998 to May, 2000, Mr. Sollenne was the Founder,
President and Chief Executive Officer of re:Solutions Group, Inc., an Internet
services venture capital backed company. Mr. Sollenne structured a plan to
acquire three international companies based in Alameda, CA (Skytech Consulting,
California Creative Solutions and International Software Group), secured senior
debt from Bank Austria Creditanstalt and organized the management team and the
growth strategy of re:Solutions Group, Inc. In addition, through this process,
Mr. Sollenne raised in excess of $20 million venture capital equity from The
Sprout Group, the venture capital arm of Donaldson, Lufkin and Jenrette and a
$15 million senior credit facility from a large international banking
institution, Bank Austria. From August 1997 to November 1998, Mr. Sollenne was
the President and Chief Operating Officer of SOS Staffing Services, Inc.
(NASDAQ: SOSS), a provider of professional staffing services and information
technology services. Mr. Sollenne was responsible for the operations of this 145
branch company and for building the information technology subsidiary,
Inteliant. Mr. Sollenne helped to complete over 18 acquisitions (a matter of
public record) with a primary focus in information technology and integrated
these acquisitions into one brand identity in the marketplace. Mr. Sollenne also
led a secondary public stock offering raising nearly $100 million (the lead
underwriters were Lehman Brothers, Prudential, Unterber Tobin, Paine Weber and
George K. Baum) as well as a syndicated credit facility in excess of $75
million. From 1995 to 1997, Mr. Sollenne served as President of the Commercial
Staffing Division of Personnel Group of America, Inc. (NYSE company), a
diversified provider of professional staffing services to businesses,
professional and governmental organizations. During his employment with
Personnel Group of America, Mr. Sollenne was responsible for 13 separate
companies and brand names, with 74 full-service branches, multiple
vendor-on-premise locations, $250 million in annual revenues and over $20
million of operating profits. From 1989 to 1995, Mr. Sollenne was the Senior
Vice President of Sales and Marketing for US Fleet Leasing, a $400 million (in
revenue) division of USL Capital (a subsidiary of Ford Financial Services). USL
Capital was a $9 billion dollar leasing and diversified financial services
company. While with US Fleet Leasing, Mr. Sollenne helped to grow this company
through revenues in excess of 81% in three years, helped to transform US Fleet
Leasing into a high growth market-driven company and developed US Fleet Leasing
from a second tier middle market lessor to the fifth largest lessor, based on
sales, and market share, in the industry. From 1987 to 1989, Mr. Sollenne was
the President of PMA Group, Inc., a start-up company servicing the sales and
marketing needs of the financial community and lease syndication industry.
In 1970, Mr. Sollenne obtained a degree in BS Business Administration in
Accounting from Boston College and in 1972 Mr. Sollene became a Certified Public
Accountant.
TIMOTHY J. MOYNAGH, age 31, has over 10 years of technical consulting and
business experience. Since 1999, Mr. Moynagh has been the Sr. Business &
Solutions Development Manager for Inktomi Corporation, a leading provider of
Content Networking and Search software solutions. At Inktomi, Mr. Moynagh was
responsible for numerous key accounts and developing product positioning,
pricing, and market strategies for the enterprise and financial vertical
markets. While at Inktomi, Mr. Moynagh also co-developed a Dynamic Caching
product concept and strategy to improve the quality of service for web-enabled
applications. From 1994 to 1999, Mr. Moynagh was a Technology Manager in the
Enterprise Line of Business at Accenture (formerly Andersen Consulting). At
Accenture, Mr. Moynagh led the technical deployment, integration, and
administration of large-scale enterprise systems in the United States and
Europe. Mr. Moynagh was responsible for managing special projects for SAP
deployment and defining the rollout strategy for an international Enterprise
Business Solution Center to provide outsourced software development and
architecture services through a group of highly skilled personnel in Europe. Mr.
Moynagh was the technical team lead for professional service engagements in the
telecommunications, energy, and high tech industries. From 1989 to 1994, Mr.
Moynagh founded and operated his own technical consulting company, Tim Moynagh
Computer Services. In 1994, Mr. Moynagh obtained a degree in Management
Information Systems & Business Administration, from California Polytechnic State
University, San Luis Obispo, California.
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9
EDDY RAYMOND MARIA VERRESEN, age 37, has experience as an accountant and
businessman. From 1993 to the present, Mr. Verresen founded and has operated
BSH-Belgische Struisvogelhouderij, a privately held production and trading
company. From 1997 to the present, Mr. Verresen has also operated EPA-Exploracao
Portuguesa de Avestruzes, a privately held sales company. From 1987 to 1993, Mr.
Verresen worked as a certified accountant, auditor and manager at BDO - Binder
Dijcker Otte in Antwerp, Belgium.
SHELLY SINGHAL, age 33, has a broad base of experience in corporate finance and
commercial lending, including public and private offerings of securities,
mergers and acquisitions, debtor in possession financing and restructuring. In
June 2001, Mr. Singhal joined Softbank Investments. From 2000 to June 2001, Mr.
Singhal was the Managing Director of Technology Investment Banking for BlueStone
Capital Corp., formerly BlueStone Capital Securities. From 1995 to 2000, Mr.
Singhal was the Managing Director of Corporate Finance at Roth Capital Partners
and head of the E-Commerce Group. Mr. Singhal also was the Manager of Roth
Capital Partners Bridge Fund. He was formerly associated with firms involved in
high yield securities offerings and transactions involving out of court and
Chapter 11 restructurings. Prior to investment banking, from 1990 to 1992, Mr.
Singhal worked in the commercial lending department at Foothill Capital, Inc.,
where he participated in many of its early debtor-in-possession financings. From
1989 to 1990, Mr. Singhal worked at Heller Financial, where he worked on highly
leveraged transactions. Mr. Singhal received his BS from Seaver College at
Pepperdine University.
DONALD L. DANKS, age 44, is presently the Chairman and Chief Executive Officer
of Netgateway. Mr. Danks was an original investor in founding Netgateway in 1998
and is currently one of its largest shareholders. In 1999, Mr. Danks helped to
found Next Step Broadband. From 1997 to the present, Mr. Danks has acted as a
consultant for Headwaters, Inc. From 1995 to 1998, Mr. Danks was the co-founder
and President of Prosoft Training.com, (Nasdaq: POSO - news). In addition to
helping organize that company, he was responsible for securing more than $35
million in funding for that company. From 1996 to 1998, Mr. Danks worked as a
consultant for Admor Memory, Inc. During Mr. Danks' relationship with these
companies, he secured or assisted in securing more than $65 million dollars in
capital, including the initial $5 million dollars raised to create Netgateway.
In addition to attracting inceptive capital for client companies, Mr. Danks
assisted in the development of their business plans, helped in the recruitment
of senior management, supported the development of the public market for their
securities by introducing them to institutional investors and market makers and
oversaw ongoing corporate finance needs. Mr. Danks graduated with a BS from UCLA
in 1979.
THE GROUP STRONGLY URGES YOU TO VOTE FOR THE BOARD INCREASE AND FOR THE
ELECTION OF THE NOMINEES AS THE NEW DIRECTORS BY SIGNING, DATING AND RETURNING
THE ENCLOSED BLUE PROXY CARD AND GREEN CONSENT CARD IN THE POSTAGE-PAID ENVELOPE
PROVIDED TO YOU WITH THIS PROXY AND CONSENT STATEMENT. IF YOU HAVE SIGNED THE
BLUE PROXY CARD OR THE GREEN CONSENT CARD AND NO MARKING IS MADE ON IT, YOU WILL
BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE BLUE
PROXY CARD OR GREEN CONSENT CARD FOR THE BOARD INCREASE AND FOR THE ELECTION OF
ALL OF THE NOMINEES AS THE NEW DIRECTORS.
All transactions in securities of the Company engaged in by the Group and
any Nominee during the past two years, as well as current ownership of any such
securities by the Group any Nominee, are listed on Appendix I. Neither the
Group, nor any Nominee owns any securities of the Company of record but not
beneficially. Neither the Group, nor any Nominee owns beneficially any
securities of any parent or subsidiary of the Company. In addition, and except
as stated herein, neither the Group, nor any Nominee or any of their associates
has any agreement or understanding with respect to future employment by the
Company, and no such person has any agreement or understanding with respect to
any future transactions to which the Company will or may be a party.
One of the Nominees, Mr. Martin, as President of Corvus Business Development
Services ("Corvus"), negotiated a Finders Agreement with the Company, pursuant
to which Corvus was to find potential candidate companies for acquisition,
merger, investment or other business combinations on behalf of the Company.
However, the Finders Agreement was never executed by Corvus, no services were
performed, and no consideration was exchanged between the parties.
Except as described herein, neither the Group, nor any Nominee nor any of
their associates (i) has engaged in or had a direct or indirect interest in any
transaction or series of transactions since the beginning of the Company's last
fiscal year or in any currently proposed transaction, to which the Company or
any of its subsidiaries is a party, where the amount involved was in excess of
$60,000, (ii) owns beneficially or of record any securities of the Company,
(iii) borrowed any funds for the purpose of acquiring or holding any securities
of the Company or is presently, or has been within the past year, a party to any
contract, arrangement or understanding, with any person with respect to
securities of the Company.
9
10
AGREEMENTS WITH NOMINEES
The Group has entered into letter agreements (the "Nominee Agreements") with
each of the Nominees with respect to their service as Nominees, to stand for
election as Directors of the Company at the Special Meeting. The Nominee
Agreements each provide, among other things, as follows:
- The Nominee acknowledges that he has agreed to become a member of the
slate of Nominees to stand for election as directors of the Company in
connection with a proxy contest with management of the Company in
respect of the election of directors of the Company at the Special
Meeting or by written consent of the Stockholders.
- The Group agrees to pay the costs of the proxy contest.
- The Group agrees to indemnify each Nominee from and against any losses
incurred by the Nominee arising from any action relating to such
Nominee's role as a Nominee, absent gross negligence or willful
misconduct.
- The Nominee agrees to withdraw as a Nominee of the Group if requested to
do so by the Group at any time prior to his election as a Director of
the Company.
INCUMBENT MANAGEMENT'S PROPOSALS
If the Board Increase is not successful at the Special Meeting, the
incumbent management of the Company has stated its intention to make the
following proposals at the Special Meeting:
Proposal 3. Amend the Articles to remove cumulative voting in the election of
Company directors;
Proposal 4. Amend the Articles to provide for a classified Board so each of the
Company's directors is elected for a three year term with one-third of the Board
standing for election each year;
Proposal 5. Amend the Articles and Bylaws to provide that any action required or
permitted to be taken by the Stockholders may be effected only at an annual or
special meeting of Stockholders, and not by written consent of Stockholders;
Proposal 6. Amend the Articles and Bylaws to provide that only the Company's
chief executive officer, president, chairman of the board or Board may call a
special meeting of Stockholders;
Proposal 7. Amend the Articles and Bylaws to provide for an advance notice
procedure for the nomination, other than by or at the direction of the Board or
a committee of the Board, of candidates for election as directors as well as for
other proposals to be considered at meetings of Stockholders;
Proposal 8. Amend the Articles and Bylaws to provide that Company directors may
only be removed from office for cause;
Proposal 9. Amend the Articles and Bylaws to provide that the affirmative vote
of holders of at least 66-2/3% vote of the outstanding voting stock be required
to amend the Bylaws or Articles;
Proposal 10. Amend the Articles to authorize 5,000,000 shares of undesignated
preferred stock with right, preferences and privileges to be designated by the
Board without the Stockholders' vote;
Proposal 11. Amend the Articles to provide for limited liability for Company
directors, officers and other agents of the Company.
For more detailed information concerning the incumbent management's
proposals, please see the Definitive Proxy Statement filed by the Company. The
Group believes that all of the incumbent management's proposals would make
replacing the Board by Shareholder action more cumbersome in an attempt to
entrench the incumbent management, and are therefore not in the best interests
of Shareholders. In addition, if proposal 5 were adopted, it would effectively
prevent the Group from continuing to solicit written consents after the Special
Meeting, because written consents dated after the date of the Special Meeting
would be ineffective. The Group opposes all of the above proposals 3 through 11,
and if these proposals are brought before the Special Meeting, the Group members
and their affiliates intend to vote all of their shares AGAINST the incumbent
management's proposals.
THE GROUP URGES YOU TO VOTE AGAINST THE INCUMBENT MANAGEMENT'S PROPOSALS. IF YOU
HAVE SIGNED THE BLUE PROXY CARD AND NO MARKING IS MADE ON IT INDICATING YOUR
DESIRE TO VOTE IN FAVOR OF THE INCUMBENT MANAGEMENT'S PROPOSALS, YOU WILL BE
DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE BLUE
PROXY CARD AGAINST ALL OF THE INCUMBENT MANAGEMENT'S PROPOSALS.
OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING
Except as set forth above, the Group does not know of any proposals to be
presented at the Special Meeting. Should other proposals be brought before the
Special Meeting, the persons named on the BLUE proxy card -- to whom proxies
will have been granted -- will abstain from voting on such proposals unless such
proposals adversely affect the interests of the Group and/or the Nominees as
determined by the Group in its sole discretion, in which event such persons will
have authority to vote on such proposals at their discretion.
PROXY PROCEDURES
IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE SPECIAL MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD AND RETURN IT TO NETSOL
SHAREHOLDERS GROUP, LLC IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. The
accompanying BLUE proxy card will be voted at the Special Meeting in accordance
with your instructions on such card.
Only holders of record as of the close of business on the Record Date
will be entitled to vote at the Special Meeting or any adjournments thereof. If
you were a Stockholder of record on the Record Date, you will retain your voting
rights at the Special Meeting even if you sell such shares after the Record
Date. Accordingly, it is important that you vote the shares held by you on the
Record Date, or grant a proxy to vote such shares on the BLUE proxy card, even
if you sell such shares after the Record Date.
On May 11, 2001, there were 11,731,440 shares of Common Stock outstanding.
Each share of Common Stock is entitled to one vote on the matters to be
presented at the Special Meeting unless a Stockholder provides notice of his
exercise of cumulative voting rights pursuant to NRS 78.360. To exercise his
rights of cumulative voting, a Stockholder must give written notice to the
President or Secretary of the Company that the Stockholder desires that the
voting for the election of directors be cumulative. The notice must be given not
less than 48 hours before the time fixed for holding the Special Meeting, if
notice of the Special Meeting has been given at least 10 days before the date of
the Special Meeting, and otherwise not less than 24 hours before the Special
Meeting, as required under NRS Sections 78.360(1) and (2). A Stockholder may
only exercise rights to cumulative voting with respect to the Proposal to elect
the New Directors. A Stockholder exercising his cumulative voting rights is
entitled to as many votes as equal the number of shares owned by that
Stockholder multiplied by the number of directors to be elected and he may cast
all of his votes for a single director or may distribute them among the number
to be voted for or any two or more of them, as he may see fit.
A majority of the votes entitled to be cast on matters to be considered at
the Special Meeting, present in person or by proxy, will constitute a quorum at
the Special Meeting. If a share is represented for any purpose at the Special
Meeting, it is deemed to be present for all other matters. Abstentions and
broker nonvotes will be counted for purposes of determining the presence or
absence of a quorum. "Broker nonvotes" are shares held by brokers or nominees
which are present in person or represented by proxy, but which are not voted on
a particular matter because instructions have not been received from the
beneficial owner. The effect of broker nonvotes is not certain, because Nevada
law does not specify whether they are considered shares entitled to vote for
purposes of a contested proxy solicitation. With regard to actions taken at the
Special Meeting, because the standards for approval of both Proposals are based
on votes cast, nonvotes will be counted as a vote against the Proposals. With
regard to action by written consent on both Proposals, which are based on a
majority of the outstanding shares entitled to vote, a minority view holds that
broker nonvotes are treated as represented at the meeting, and therefore have
the effect of a vote cast against the Proposals. Another view holds that broker
nonvotes reflect the withholding of power to vote, are therefore not shares
entitled to vote, and as such will not influence the voting results. The
majority view is that broker nonvotes are counted as shares entitled to vote but
not as votes cast, and as such are not considered in the calculation of the
majority. The Group has not made a decision on which of the standards should
apply here and will make such a decision, if necessary, at a subsequent time
based upon the actual results of the voting. Because the Group believes that
broker nonvotes or failure to return a signed BLUE proxy card may have the same
effect as a vote against the Proposals, the Group urges each Stockholder to
ensure that the record holder of his shares on the Record Date signs, dates and
returns the enclosed BLUE proxy card as soon as possible.
Because the Group must receive consents from a majority of the Company's
outstanding shares in order for the Proposals to be adopted by written consent,
broker nonvotes, abstentions or failure to return a signed GREEN consent card
will have the same effect as a vote against both of the Proposals. The Group
therefore urges each Stockholder to sign, date and return the enclosed GREEN
consent card as soon as possible.
The effectiveness of electing any of the Nominees is conditioned upon the
approval of the Board Increase.
CONSENT INSTRUCTIONS
Each Stockholder may elect to consent or withhold consent to each Proposal
by marking the "CONSENTS" or "WITHHOLDS CONSENT" box, as applicable, underneath
each Proposal on the accompanying GREEN consent card and signing, dating and
returning it promptly in the enclosed envelope. In addition, a Stockholder may
withhold consent to the election of any individual Nominee by writing such
person's name where indicated on the GREEN consent card. Cumulative voting is
not available in the context of a consent action.
If you execute a GREEN consent card but deliver the GREEN consent card to
the Company, the written consent will still be valid. However, the Group
requests that if you inadvertently send your GREEN consent card to the Company,
that a photocopy of the GREEN consent card also be delivered to the Group at:
NetSol Shareholders Group, LLC c/o Innisfree M&A Incorporated, 501 Madison
Avenue, 20th Floor, New York, NY 10022, Attn. Alan M. Miller -- so that the
Group will be aware of your consent.
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REVOCATION
A proxy may be revoked at any time the Secretary of the Company or the
person appointed to count the votes of stockholders and determine the validity
of proxies or ballots by submitting (i) a written, dated revocation of such
proxy or (ii) a later dated proxy covering the same shares. Although a
revocation or later dated proxy delivered only to the Company will be effective
to revoke a previously executed proxy, the Group requests that if a revocation
or later dated proxy is delivered to the Company, a photocopy of the revocation
or later dated proxy also be delivered to the Group at: NetSol Shareholders
Group, LLC, c/o Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New
York, NY 10022, Attn. Alan M. Miller-- so that the Group will be aware of such
revocation.
A Stockholder's valid revocation of a proxy will not constitute a valid
revocation of such Stockholder's executed consent.
Nevada law does not provide for the revocation of executed written consents.
Although NRS 78.355(4) provides for the revocation of proxies, there is no
comparable statute for the revocation of consents. The Group believes that
incumbent management's contention that consents may be revoked is erroneous. If
incumbent management receives sufficient revocation of consent cards to
purportedly prevent the approval of the Proposals, the Group intends to
challenge the effectiveness of such revocations.
SOLICITATION OF PROXIES AND CONSENTS
Solicitation of proxies and consents shall be made only by the Group.
The Group has retained Innisfree M&A Incorporated (the "Solicitor") to
conduct the solicitation, for which the Solicitor is to receive a fee not to
exceed $65,000, which consists of (i) a non-refundable retainer of $25,000,
which was payable upon execution of the retainer agreement; (ii) an additional
payment of $25,000, payable upon the mailing of the Group's definitive proxy
materials; and (iii) an additional payment of $15,000, payable upon the
occurrence of either the election of the Nominees to the Board or a negotiated
settlement under which the Group is reimbursed for its expenses. In addition,
the Solicitor will be reimbursed for its reasonable out-of-pocket expenses. The
Group has agreed to indemnify the Solicitor against certain liabilities and
expenses, including liabilities under federal securities laws. Proxies and
consents may be solicited by mail, courier services, advertising, telephone,
telecopier or in person. It is anticipated that the Solicitor will employ
approximately 30 persons to solicit Stockholders for the proxies and written
consents.
Costs related to the solicitation of proxies and consents, including
expenditures for attorneys, accountants, public relations and financial
advisers, proxy solicitors, payments to nominees, advertising, printing,
transportation and related expenses and filing fees, will be borne by the Group.
To date, the Group has incurred $25,000 for the solicitor and approximately
$150,000 in legal fees related to the solicitation. Such costs are expected to
be approximately $250,000 in total. The Group intends to seek reimbursement for
the costs and expenses associated with the proxy solicitation in the event that
the Board Increase is approved and the Nominees are elected as the New
Directors, but do not intend to submit the issue of reimbursement to a vote of
security holders.
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CERTAIN INFORMATION REGARDING
NETSOL SHAREHOLDERS GROUP, LLC
On April 25, 2001, certain Stockholders determined that they were not
satisfied with current management of the Company and agreed to form a group for
the purpose of exploring available options to maximize stockholder value. As of
the date thereof, the Group was formed as a Nevada limited liability company, in
order to facilitate their activities. The business address of the Group is 6
Chanticlare, Manhasset, New York, 11030. The Group Members have agreed to the
joint reporting of their beneficial ownership of Common Stock and the joint
filing of a statement on Schedule 13D, including amendments thereto, with the
SEC with respect to the Common Stock. On April 27, 2001 an amendment to the
Schedule 13D was filed on behalf of the Group, pursuant to which a reference was
made to the Preliminary Proxy Statement (Schedule 14A) filed by the Group with
the SEC on April 27, 2001, a copy of the Preliminary Proxy Statement was
attached as Exhibit 2, and the share ownerships of BW Master Fund and Blue Water
Partners II, L.P. were corrected. On May 9, 2001, another amendment to the
Schedule 13D was filed, pursuant to which a reference was made to the Group's
Amended Preliminary Proxy Statement. The Harmans withdrew from the Group and a
copy of the Stock Option Agreement with Netgateway was attached as an Exhibit.
All transactions in the securities of the Company effected within the past
two years by the Group, each of the Group Members and their affiliates are
contained in Appendix I.
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13
CERTAIN INFORMATION REGARDING
ARRANGEMENTS/UNDERSTANDINGS WITH
RESPECT TO SECURITIES OF THE COMPANY
As set forth above, the Group Members have entered into the Joint Filing
Agreement pursuant to which they have agreed to the joint filing with the SEC of
a statement on Schedule 13D, including amendments, reporting their joint
beneficial ownership of Common Stock. Accordingly, the Group Members may be
deemed to constitute a "group" for the purposes of Section 13(d) of the
Securities Act of 1933, as amended.
Certain Group Members entered into a Stock Option Agreement with Netgateway,
on April 25, 2001, pursuant to which such Group Members have granted Netgateway
an irrevocable 45-day option to purchase a total of up to 300,000 shares of the
Common Stock at an exercise price of $3.80 per share. Under the Stock Option
Agreement, Netgateway has granted to such Group Members an irrevocable 45-day
option to purchase a total of up to 300,000 shares of the common stock of
Netgateway at an exercise price of $0.356 per share. On April 25, 2001, the date
that the Stock Option Agreement was executed, the closing sales price for shares
of Common Stock was $5.27 per share and the five-day trailing average price was
$3.80 per share, and the closing sales price for shares of common stock of
Netgateway was $0.41 per share and the five-day trailing average price was
$0.356 per share.
ADDITIONAL INFORMATION
Certain information regarding the securities of the Company held by the
Company's Directors, Nominees, management and 5% Stockholders is contained in
the Company's Proxy Statement and is incorporated herein by reference.
Information concerning the date by which proposals of security holders intended
to be presented at the next annual meeting of Stockholders of the Company must
be received by the Company for inclusion in the Company's Proxy Statement and
form of proxy for that meeting is also contained in the Company's Proxy
Statement and is incorporated herein by reference.
The Group assumes no responsibility for the accuracy or completeness of any
information contained herein which is based on the Company's Proxy Statement.
NETSOL SHAREHOLDERS GROUP, LLC
By: Blue Water Master Fund, L.P.
Its: Managing Member
By: Blue Water Partners, L.L.C.
Its: General Partner
By: JDI Management Corp.
Its: Principal
/s/ Jonathan D. Iseson
-----------------------------------
By: Jonathan D. Iseson
Its: Principal
Date: June 7, 2001
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APPENDIX I
SUPPLEMENTAL NOMINEE AND OTHER INFORMATION
Set forth below is (a) the name and business address of each of the
participants and their associates in the solicitation made pursuant to this
Proxy Statement, and (b) the dates, types and amounts of each participant's
purchases and sales of the Company's debt and equity securities within the past
two years.
The number of shares of Common Stock beneficially owned and percentage
beneficial ownership of each of the Nominees as of the date of this Proxy and
Consent Statement are as follows:
SHARES BENEFICIALLY
NAME AND BUSINESS OWNED (DIRECTLY OR
ADDRESS OF PARTICIPANT INDIRECTLY)(1) PERCENTAGE(2)
------------------------------ ------------------ -------------
NetSol Shareholders Group, LLC 1,000 *
6 Chanticlare
Manhasset, NY 11030
Blue Water Master Fund, L.P.*** 2,175,200 18.5%
Kaya Flamboyan 9
Curacao, Netherland Antilles
Blue Water Partners II, L.P.*** 277,400 2.4%
6 Chanticlare
Manhasset, NY 11030
PSM International, Limited**** 100,000 0.9%
The Old Rectory
Tot Hill, Alfoed Links
United Kingdom
Dr. Henry Vogel 463,240 4.0%
143 Maple Avenue
Cedarhurst, NY 11516
Jonathan Iseson*** 32,000 0.3%
6 Chanticlare
Manhasset, NY 11030
Gregory Martin None --
1992 Rosemary Place
Costa Mesa, CA 92627
Peter Sollenne None --
3450 Deer Ridge Drive
Danville, CA 94506
Timothy Moynagh None --
4100 East Third Avenue
Mailstop FC1-5
Foster City, CA 94404
Eddy Raymond Maria Verresen 14,000 0.1%
Priesteragiestraat 2
9130 Verrebroek, Belgium
Shelly Singhal None --
1915 Galatea Terrace
Corona del Mar, CA 92625
Donald Danks(3) None --
2333 East Coast Highway
Suite D
Corona del Mar, CA 92625
TOTAL: 26.0%**
-------
* Less than 0.01%
** The numbers do not add to 26.0% due to rounding.
*** Blue Water Partners, L.L.C., is the investment manager, and exercise sole
voting and dispositive power, over Blue Water Master Fund, L.P. and Blue Water
Partners II, L.P. Jonathan Iseson is the sole owner of Blue Water Partners,
L.L.C., as a result Mr. Iseson exercises sole voting and dispositive power over
the portfolios owned by Blue Water Master Fund, L.P. and Blue Water Partners II,
L.P.
**** Graeme Glew is the Managing Director of PSM International, Limited, and as
a result exercises sole voting and dispositive power of the shares owned by PSM
International, Limited.
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(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock subject to stock
options and warrants currently exercisable or exercisable within 60 days are
deemed outstanding for purposes of computing the percentage ownership of the
person holding the options and the percentage ownership of any group of which
the holder is a member, but are not deemed outstanding for computing the
percentage ownership of any other person. Except as indicated by footnote, and
subject to community property laws where applicable, the persons named in the
table have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them.
(2) Calculated based on Company's Quarterly Report filed on Form 10-QSB on May
15, 2001, for the period ending March 31, 2001.
The dates, types and amount of each participant's purchases and sales of the
Company's debt and equity securities within the past two years are as follows:
NetSol Shareholders Group, LLC
6 Chanticlare
Manhasset, New York 11030
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
NetSol Shareholders Group, LLC 5/10/01 100
NetSol Shareholders Group, LLC 5/11/01 250
NetSol Shareholders Group, LLC 5/11/01 650
BLUE WATER MASTER FUND, L.P.
c/o Citco Fund Services
Kaya Flamboyan 9
Curacao, Netherland Antilles
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Blue Water Master Fund, L.P. 6/2/99 1,000
Blue Water Master Fund, L.P. 6/3/99 23,500
Blue Water Master Fund, L.P. 6/7/99 1,000
Blue Water Master Fund, L.P. 6/9/99 2,000
Blue Water Master Fund, L.P. 6/15/99 1,000
Blue Water Master Fund, L.P. 6/18/99 1,000
Blue Water Master Fund, L.P. 6/23/99 2,500
Blue Water Master Fund, L.P. 6/24/99 9,000
Blue Water Master Fund, L.P. 6/30/99 15,000
Blue Water Master Fund, L.P. 7/6/99 3,500
Blue Water Master Fund, L.P. 7/7/99 1,000
Blue Water Master Fund, L.P. 7/8/99 4,500
Blue Water Master Fund, L.P. 7/9/99 2,500
Blue Water Master Fund, L.P. 7/12/99 10,500
Blue Water Master Fund, L.P. 7/15/99 22,000 2,500
Blue Water Master Fund, L.P. 7/16/99 6,000 5,000
Blue Water Master Fund, L.P. 7/19/99 5,100
Blue Water Master Fund, L.P. 7/20/99 10,000
Blue Water Master Fund, L.P. 7/21/99 5,000
Blue Water Master Fund, L.P. 7/21/99 13,400
Blue Water Master Fund, L.P. 7/22/99 5,000
Blue Water Master Fund, L.P. 7/23/99 1,000
Blue Water Master Fund, L.P. 7/26/99 3,000
Blue Water Master Fund, L.P. 7/26/99 500
Blue Water Master Fund, L.P. 7/27/99 65,000
15
16
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Blue Water Master Fund, L.P. 7/27/99 33,500
Blue Water Master Fund, L.P. 7/27/99 10,000
Blue Water Master Fund, L.P. 7/28/99 8,000
Blue Water Master Fund, L.P. 7/28/99 18,500
Blue Water Master Fund, L.P. 7/28/99 11,000
Blue Water Master Fund, L.P. 7/29/99 500
Blue Water Master Fund, L.P. 7/29/99 6,000
Blue Water Master Fund, L.P. 7/29/99 5,000
Blue Water Master Fund, L.P. 7/30/99 5,700
Blue Water Master Fund, L.P. 8/2/99 500
Blue Water Master Fund, L.P. 8/2/99 500
Blue Water Master Fund, L.P. 8/2/99 16,000
Blue Water Master Fund, L.P. 8/2/99 4,000
Blue Water Master Fund, L.P. 8/3/99 5,000
Blue Water Master Fund, L.P. 8/3/99 2,500
Blue Water Master Fund, L.P. 8/4/99 1,700
Blue Water Master Fund, L.P. 8/4/99 1,500
Blue Water Master Fund, L.P. 8/4/99 7,500
Blue Water Master Fund, L.P. 8/5/99 22,500
Blue Water Master Fund, L.P. 8/5/99 35,000
Blue Water Master Fund, L.P. 8/6/99 15,000
Blue Water Master Fund, L.P. 8/6/99 1,000
Blue Water Master Fund, L.P. 8/10/99 10,000
Blue Water Master Fund, L.P. 8/10/99 5,000
Blue Water Master Fund, L.P. 8/11/99 2,100
Blue Water Master Fund, L.P. 8/12/99 5,000
Blue Water Master Fund, L.P. 8/12/99 1,500
Blue Water Master Fund, L.P. 8/12/99 500
Blue Water Master Fund, L.P. 8/12/99 500
Blue Water Master Fund, L.P. 8/12/99 5,000
Blue Water Master Fund, L.P. 8/12/99 2,500
Blue Water Master Fund, L.P. 8/13/99 19,200
Blue Water Master Fund, L.P. 8/17/99 500
Blue Water Master Fund, L.P. 8/18/99 25,000
Blue Water Master Fund, L.P. 8/19/99 7,500
Blue Water Master Fund, L.P. 8/20/99 5,000
Blue Water Master Fund, L.P. 8/20/99 8,000
Blue Water Master Fund, L.P. 8/23/99 4,200
Blue Water Master Fund, L.P. 8/23/99 10,000
Blue Water Master Fund, L.P. 8/24/99 12,500
Blue Water Master Fund, L.P. 8/24/99 5,500
Blue Water Master Fund, L.P. 8/26/99 22,500
Blue Water Master Fund, L.P. 8/30/99 7,500
Blue Water Master Fund, L.P. 8/31/99 20,000
Blue Water Master Fund, L.P. 9/8/99 3,000
Blue Water Master Fund, L.P. 9/9/99 1,000
Blue Water Master Fund, L.P. 9/10/99 5,000
Blue Water Master Fund, L.P. 9/10/99 500
Blue Water Master Fund, L.P. 9/13/99 500
Blue Water Master Fund, L.P. 9/14/99 13,000
Blue Water Master Fund, L.P. 8/25/99 30,000
Blue Water Master Fund, L.P. 8/25/99 1,000
Blue Water Master Fund, L.P. 8/27/99 5,000
Blue Water Master Fund, L.P. 9/1/99 10,000
Blue Water Master Fund, L.P. 9/10/99 10,000
Blue Water Master Fund, L.P. 9/15/99 10,000
Blue Water Master Fund, L.P. 9/15/99 4,000
Blue Water Master Fund, L.P. 9/16/99 7,000
16
17
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Blue Water Master Fund, L.P. 9/17/99 7,500
Blue Water Master Fund, L.P. 9/17/99 13,200
Blue Water Master Fund, L.P. 9/17/99 6,500
Blue Water Master Fund, L.P. 9/21/99 4,500
Blue Water Master Fund, L.P. 9/22/99 2,000
Blue Water Master Fund, L.P. 9/22/99 2,500
Blue Water Master Fund, L.P. 9/23/99 5,000
Blue Water Master Fund, L.P. 9/24/99 10,000
Blue Water Master Fund, L.P. 9/24/99 2,500
Blue Water Master Fund, L.P. 9/28/99 25,000
Blue Water Master Fund, L.P. 10/4/99 9,000
Blue Water Master Fund, L.P. 10/4/99 35,000
Blue Water Master Fund, L.P. 10/5/99 10,000
Blue Water Master Fund, L.P. 10/6/99 10,000
Blue Water Master Fund, L.P. 10/6/99 10,000
Blue Water Master Fund, L.P. 10/7/99 7,500
Blue Water Master Fund, L.P. 10/8/99 8,000
Blue Water Master Fund, L.P. 10/8/99 2,500
Blue Water Master Fund, L.P. 10/11/99 1,000
Blue Water Master Fund, L.P. 10/11/99 4,000
Blue Water Master Fund, L.P. 10/12/99 15,700
Blue Water Master Fund, L.P. 10/14/99 1,000
Blue Water Master Fund, L.P. 10/15/99 5,000
Blue Water Master Fund, L.P. 10/15/99 5,000
Blue Water Master Fund, L.P. 10/19/99 10,000
Blue Water Master Fund, L.P. 10/19/99 3,500
Blue Water Master Fund, L.P. 10/20/99 5,000
Blue Water Master Fund, L.P. 10/21/99 5,000
Blue Water Master Fund, L.P. 10/22/99 12,000
Blue Water Master Fund, L.P. 10/27/99 15,000
Blue Water Master Fund, L.P. 10/28/99 10,000
Blue Water Master Fund, L.P. 10/29/99 30,000
Blue Water Master Fund, L.P. 11/1/99 7,500
Blue Water Master Fund, L.P. 11/2/99 10,000
Blue Water Master Fund, L.P. 11/2/99 10,000
Blue Water Master Fund, L.P. 11/3/99 10,000
Blue Water Master Fund, L.P. 11/4/99 11,500
Blue Water Master Fund, L.P. 11/5/99 2,500
Blue Water Master Fund, L.P. 11/5/99 1,000
Blue Water Master Fund, L.P. 11/8/99 8,000
Blue Water Master Fund, L.P. 11/9/99 4,000
Blue Water Master Fund, L.P. 11/11/99 500
Blue Water Master Fund, L.P. 11/15/99 9,500
Blue Water Master Fund, L.P. 11/16/99 2,500
Blue Water Master Fund, L.P. 11/18/99 7,500
Blue Water Master Fund, L.P. 11/18/99 2,500
Blue Water Master Fund, L.P. 11/19/99 2,500
Blue Water Master Fund, L.P. 11/19/99 1,000
Blue Water Master Fund, L.P. 11/19/99 6,500
Blue Water Master Fund, L.P. 11/22/99 8,000
Blue Water Master Fund, L.P. 11/23/99 1,000
Blue Water Master Fund, L.P. 11/23/99 2,500
Blue Water Master Fund, L.P. 11/24/99 8,500
Blue Water Master Fund, L.P. 11/24/99 3,000
Blue Water Master Fund, L.P. 11/30/99 20,000
Blue Water Master Fund, L.P. 11/30/99 2,500
Blue Water Master Fund, L.P. 12/1/99 500
Blue Water Master Fund, L.P. 12/2/99 500
17
18
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Blue Water Master Fund, L.P. 12/2/99 8,000
Blue Water Master Fund, L.P. 12/2/99 3,500
Blue Water Master Fund, L.P. 12/3/99 1,000
Blue Water Master Fund, L.P. 12/3/99 2,500
Blue Water Master Fund, L.P. 12/6/99 500
Blue Water Master Fund, L.P. 12/6/99 10,000
Blue Water Master Fund, L.P. 12/7/99 200
Blue Water Master Fund, L.P. 12/9/99 10,500
Blue Water Master Fund, L.P. 12/10/99 2,500
Blue Water Master Fund, L.P. 12/10/99 5,000
Blue Water Master Fund, L.P. 12/10/99 17,000
Blue Water Master Fund, L.P. 12/13/99 27,000
Blue Water Master Fund, L.P. 12/14/99 2,500
Blue Water Master Fund, L.P. 12/14/99 5,400
Blue Water Master Fund, L.P. 12/16/99 7,000
Blue Water Master Fund, L.P. 12/17/99 12,000
Blue Water Master Fund, L.P. 12/20/99 4,000
Blue Water Master Fund, L.P. 12/21/99 21,500
Blue Water Master Fund, L.P. 12/22/99 8,000
Blue Water Master Fund, L.P. 12/22/99 10,000
Blue Water Master Fund, L.P. 12/22/99 8,000
Blue Water Master Fund, L.P. 12/22/99 2,500
Blue Water Master Fund, L.P. 12/22/99 3,000
Blue Water Master Fund, L.P. 12/22/99 5,000
Blue Water Master Fund, L.P. 12/22/99 8,500
Blue Water Master Fund, L.P. 12/22/99 8,500
Blue Water Master Fund, L.P. 12/23/99 500
Blue Water Master Fund, L.P. 12/27/99 10,000
Blue Water Master Fund, L.P. 12/27/99 1,000
Blue Water Master Fund, L.P. 12/28/99 14,000
Blue Water Master Fund, L.P. 12/28/99 30,000
Blue Water Master Fund, L.P. 12/28/99 600
Blue Water Master Fund, L.P. 12/28/99 4,700
Blue Water Master Fund, L.P. 12/29/99 10,000
Blue Water Master Fund, L.P. 12/30/99 17,000
Blue Water Master Fund, L.P. 12/30/99 5,000
Blue Water Master Fund, L.P. 12/31/99 5,000
Blue Water Master Fund, L.P. 12/31/99 2,100
Blue Water Master Fund, L.P. 1/3/00 17,500
Blue Water Master Fund, L.P. 1/3/00 8,900
Blue Water Master Fund, L.P. 1/4/00 30,000
Blue Water Master Fund, L.P. 1/5/00 10,000
Blue Water Master Fund, L.P. 1/7/00 38,300
Blue Water Master Fund, L.P. 1/7/00 34,000
Blue Water Master Fund, L.P. 1/7/00 4,700
Blue Water Master Fund, L.P. 1/10/00 13,000
Blue Water Master Fund, L.P. 1/10/00 2,500
Blue Water Master Fund, L.P. 1/10/00 65,000
Blue Water Master Fund, L.P. 1/11/00 16,000
Blue Water Master Fund, L.P. 1/12/00 23,000
Blue Water Master Fund, L.P. 1/14/00 6,100
Blue Water Master Fund, L.P. 1/18/00 18,000
Blue Water Master Fund, L.P. 1/19/00 20,000
Blue Water Master Fund, L.P. 1/19/00 31,100
Blue Water Master Fund, L.P. 1/20/00 8,900
Blue Water Master Fund, L.P. 1/20/00 11,500
Blue Water Master Fund, L.P. 1/21/00 21,000
Blue Water Master Fund, L.P. 1/25/00 9,000
18
19
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Blue Water Master Fund, L.P. 1/25/00 15,000
Blue Water Master Fund, L.P. 1/26/00 4,000
Blue Water Master Fund, L.P. 1/27/00 17,800
Blue Water Master Fund, L.P. 1/27/00 2,000
Blue Water Master Fund, L.P. 1/27/00 5,500
Blue Water Master Fund, L.P. 1/27/00 3,500
Blue Water Master Fund, L.P. 1/27/00 12,000
Blue Water Master Fund, L.P. 1/31/00 9,000
Blue Water Master Fund, L.P. 2/1/00 34,000
Blue Water Master Fund, L.P. 2/2/00 7,200
Blue Water Master Fund, L.P. 2/2/00 11,000
Blue Water Master Fund, L.P. 2/3/00 25,000
Blue Water Master Fund, L.P. 2/4/00 1,800
Blue Water Master Fund, L.P. 2/7/00 4,400
Blue Water Master Fund, L.P. 2/8/00 12,500
Blue Water Master Fund, L.P. 2/8/00 3,500
Blue Water Master Fund, L.P. 2/9/00 12,000
Blue Water Master Fund, L.P. 2/10/00 5,300
Blue Water Master Fund, L.P. 2/11/00 14,700
Blue Water Master Fund, L.P. 2/11/00 27,800
Blue Water Master Fund, L.P. 2/14/00 2,500
Blue Water Master Fund, L.P. 2/15/00 1,000
Blue Water Master Fund, L.P. 2/15/00 20,000
Blue Water Master Fund, L.P. 2/16/00 2,000
Blue Water Master Fund, L.P. 2/16/00 10,000
Blue Water Master Fund, L.P. 2/16/00 5,000
Blue Water Master Fund, L.P. 2/17/00 2,000
Blue Water Master Fund, L.P. 2/18/00 8,900
Blue Water Master Fund, L.P. 4/4/00 31,000
Blue Water Master Fund, L.P. 4/4/00 16,000
Blue Water Master Fund, L.P. 4/4/00 22,000
Blue Water Master Fund, L.P. 4/5/00 14,000
Blue Water Master Fund, L.P. 4/5/00 7,500
Blue Water Master Fund, L.P. 4/5/00 21,000
Blue Water Master Fund, L.P. 4/5/00 2,500
Blue Water Master Fund, L.P. 4/7/00 3,500
Blue Water Master Fund, L.P. 4/10/00 7,600
Blue Water Master Fund, L.P. 4/11/00 10,000
Blue Water Master Fund, L.P. 4/24/00 15,000
Blue Water Master Fund, L.P. 4/24/00 8,000
Blue Water Master Fund, L.P. 4/25/00 15,000
Blue Water Master Fund, L.P. 4/25/00 15,000
Blue Water Master Fund, L.P. 4/25/00 8,000
Blue Water Master Fund, L.P. 4/25/00 8,200
Blue Water Master Fund, L.P. 4/26/00 8,900
Blue Water Master Fund, L.P. 4/26/00 17,000
Blue Water Master Fund, L.P. 4/27/00 18,500
Blue Water Master Fund, L.P. 4/27/00 9,500
Blue Water Master Fund, L.P. 4/27/00 23,000
Blue Water Master Fund, L.P. 4/28/00 30,000
Blue Water Master Fund, L.P. 4/28/00 7,000
Blue Water Master Fund, L.P. 4/28/00 3,500
Blue Water Master Fund, L.P. 4/28/00 15,000
Blue Water Master Fund, L.P. 5/3/00 2,500
Blue Water Master Fund, L.P. 5/3/00 28,400
Blue Water Master Fund, L.P. 5/4/00 48,700
Blue Water Master Fund, L.P. 5/5/00 148,100
Blue Water Master Fund, L.P. 5/8/00 72,900
19
20
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Blue Water Master Fund, L.P. 5/8/00 5,000
Blue Water Master Fund, L.P. 5/9/00 29,200
BLUE WATER PARTNERS II, L.P.
6 CHANTICLARE
MANHASSET, NEW YORK 11030
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Blue Water Partners II, L.P. 1/6/00 16,700
Blue Water Partners II, L.P. 1/7/00 5,700
Blue Water Partners II, L.P. 1/7/00 5,000
Blue Water Partners II, L.P. 1/7/00 1,200
Blue Water Partners II, L.P. 1/10/00 8,000
Blue Water Partners II, L.P. 1/10/00 2,000
Blue Water Partners II, L.P. 1/11/00 2,000
Blue Water Partners II, L.P. 1/12/00 2,000
Blue Water Partners II, L.P. 1/14/00 48,900
Blue Water Partners II, L.P. 1/18/00 2,000
Blue Water Partners II, L.P. 1/19/00 3,000
Blue Water Partners II, L.P. 1/19/00 900
Blue Water Partners II, L.P. 1/20/00 500
Blue Water Partners II, L.P. 1/20/00 1,100
Blue Water Partners II, L.P. 1/25/00 2,000
Blue Water Partners II, L.P. 1/26/00 5,000
Blue Water Partners II, L.P. 1/27/00 500
Blue Water Partners II, L.P. 1/27/00 500
Blue Water Partners II, L.P. 1/27/00 2,200
Blue Water Partners II, L.P. 1/28/00 35,000
Blue Water Partners II, L.P. 2/1/00 1,000
Blue Water Partners II, L.P. 2/2/00 800
Blue Water Partners II, L.P. 2/2/00 1,000
Blue Water Partners II, L.P. 2/3/00 4,000
Blue Water Partners II, L.P. 2/4/00 200
Blue Water Partners II, L.P. 2/9/00 1,500
Blue Water Partners II, L.P. 2/9/00 2,500
Blue Water Partners II, L.P. 2/10/00 3,000
Blue Water Partners II, L.P. 2/11/00 1,000
Blue Water Partners II, L.P. 2/11/00 5,000
Blue Water Partners II, L.P. 2/14/00 2,500
Blue Water Partners II, L.P. 2/15/00 1,500
Blue Water Partners II, L.P. 2/15/00 15,000
Blue Water Partners II, L.P. 2/16/00 3,000
Blue Water Partners II, L.P. 2/16/00 500
Blue Water Partners II, L.P. 2/17/00 500
Blue Water Partners II, L.P. 2/18/00 1,100
Blue Water Partners II, L.P. 2/24/00 56,200
Blue Water Partners II, L.P. 2/25/00 5,600
Blue Water Partners II, L.P. 2/28/00 9,500
Blue Water Partners II, L.P. 2/29/00 7,500
Blue Water Partners II, L.P. 3/14/00 6,000
Blue Water Partners II, L.P. 3/15/00 2,500
Blue Water Partners II, L.P. 3/15/00 7,000
Blue Water Partners II, L.P. 3/16/00 2,300
Blue Water Partners II, L.P. 3/17/00 5,000
Blue Water Partners II, L.P. 3/21/00 13,000
Blue Water Partners II, L.P. 3/21/00 2,500
Blue Water Partners II, L.P. 3/21/00 3,500
20
21
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Blue Water Partners II, L.P. 3/22/00 7,500
Blue Water Partners II, L.P. 3/27/00 6,500
Blue Water Partners II, L.P. 3/29/00 4,000
Blue Water Partners II, L.P. 3/29/00 6,000
Blue Water Partners II, L.P. 3/30/00 8,500
Blue Water Partners II, L.P. 4/4/00 4,000
Blue Water Partners II, L.P. 4/4/00 2,000
Blue Water Partners II, L.P. 4/26/00 1,100
Blue Water Partners II, L.P. 4/27/00 2,000
Jonathan Iseson
6 Chanticlare
Manhasset, New York 11030
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Jonathan Iseson 4/24/01 32,000
Eddy Raymond Maria Verresen
Priesteragiestraat 2
9130 Verrebroek, Belgium
DATE OF NO. OF SHARES NO. OF SHARES
NAME TRANSACTION PURCHASED SOLD
---- ---------------- ---------------- -------------
Eddy Raymond Maria Verresen 10/20/00 1,300
Eddy Raymond Maria Verresen 10/20/00 2,500
Eddy Raymond Maria Verresen 10/23/00 400
Eddy Raymond Maria Verresen 10/24/00 800
Eddy Raymond Maria Verresen 11/15/00 2,000
Eddy Raymond Maria Verresen 2/8/01 1,000
Eddy Raymond Maria Verresen 3/5/01 2,500
Eddy Raymond Maria Verresen 3/5/01 2,500
Eddy Raymond Maria Verresen 3/19/01 3,500
Eddy Raymond Maria Verresen 3/20/01 1,500
21
22
WRITTEN CONSENT
NETSOL INTERNATIONAL, INC.
CONSENT IN LIEU OF SPECIAL MEETING OF STOCKHOLDERS
THIS WRITTEN CONSENT IS SOLICITED BY NETSOL SHAREHOLDERS GROUP, LLC
Unless otherwise specified below, the undersigned hereby, with respect to
all shares of common stock of NetSol International, Inc. (the "Company") which
the undersigned may be entitled to vote, hereby consents with respect to all of
the shares of common stock which the undersigned is entitled to vote, to the
taking of the following actions (each a "Proposal") without a meeting of
stockholders of the Company:
IF YOU SIGN, DATE AND RETURN THIS GREEN CONSENT CARD WITHOUT INDICATING YOUR
VOTE ON ONE OR MORE OF THE FOLLOWING PROPOSALS, YOU WILL BE DEEMED TO HAVE
CONSENTED WITH RESPECT TO SUCH PROPOSALS.
Netsol Shareholders Group, LLC (the "Group"), recommends that you consent to
all of the following actions.
PROPOSAL 1 -- AMENDMENT OF BYLAWS (BOARD INCREASE)
RESOLVED, that the first sentence of Article II, Section 2 of the Bylaws be, and
it hereby is, amended and restated, to read in its entirety as follows:
"Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors of the Company shall be not less than three (3) nor more than
fifteen (15) and the exact number of directors shall be fifteen (15) until
changed, within the limits specified above, by a resolution amending such
exact number, duly adopted by the Board of Directors or by the
stockholders."
THE GROUP RECOMMENDS CONSENT FOR THE BOARD INCREASE
-------------------------------------------------------------------------------
[ ] CONSENT [ ] CONSENT WITHHELD
PROPOSAL 2 -- ELECTION OF NOMINEES
RESOLVED, that the following persons be, and they hereby are, elected as
directors of the Company to serve until resignation or until their successors
are elected and shall qualify:
1 Jonathan Iseson 4. Timothy Moynagh 7. Donald Danks
2. Gregory Martin 5. Eddy Raymond Maria Verresen
3. Peter Sollenne 6. Shelly Singhal
THE GROUP RECOMMENDS CONSENT FOR THE NOMINEES
-------------------------------------------------------------------------------
[ ] CONSENT [ ] CONSENT WITHHELD
This Written Consent may be executed in counterparts.
22
23
IN WITNESS WHEREOF, the undersigned have executed this Written Consent.
When shares are held by joint tenants, both should sign. When signing as
attorney-in-fact, executor, administrator, trustee, guardian, corporate officer
or partner, please give full title as such. If a corporation, please sign in
corporate name of President or other authorized officer. If a partnership,
please sign a partnership name by authorized person.
-------------------------------------------------------------------------------
Signature(s) of Stockholder(s)
-------------------------------------------------------------------------------
Title, if any
-------------------------------------------------------------------------------
Date
23
24
PROXY CARD
NETSOL INTERNATIONAL, INC.
SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY NETSOL SHAREHOLDERS GROUP, LLC
The undersigned hereby, with respect to all shares of common stock of NetSol
International, Inc. (the "Company") which the undersigned may be entitled to
vote, constitutes and appoints NetSol Shareholders Group, LLC as his true and
lawful agent and proxy, with full power of substitution, to represent the
undersigned at the Special Meeting of Stockholders of the Company to be held at
the offices of the Company at 2405 Park Sorrento, Suite 220, Calabasas,
California, on Tuesday, June 18, 2001 at 9:00 a.m. local time and at any
adjournments or postponements thereof, to vote such stock on all matters coming
before said meeting as set forth below:
IN FAVOR OF AN AMENDMENT TO THE BYLAWS OF THE COMPANY INCREASING THE SIZE OF
THE BOARD OF DIRECTORS OF THE COMPANY FROM EIGHT (8) DIRECTORS TO FIFTEEN (15)
DIRECTORS.
ELECTION OF THE FOLLOWING NOMINEES AS NEW DIRECTORS OF THE COMPANY:
1 Jonathan Iseson 4. Timothy Moynagh 7. Donald Danks
2. Gregory Martin 5. Eddy Raymond Maria Verresen
3. Peter Sollenne 6. Shelly Singhal
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKINGS ARE MADE, THIS PROXY WILL
BE DEEMED TO BE A DIRECTION TO VOTE FOR THE BOARD INCREASE, FOR ALL THE GROUP'S
NOMINEES FOR DIRECTOR, AND AGAINST ALL OF THE INCUMBENT MANAGEMENT'S PROPOSALS.
PLEASE MARK THIS PROXY CARD, FILL IN THE DATE, SIGN ON THE REVERSE SIDE AND
RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED
IN THE UNITED STATES.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
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[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
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THE GROUP RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
PROPOSAL 1. Amendment to the Company's Bylaws Increasing the Maximum Number of
Directors of the Company From Nine (9) to Fifteen (15) Directors, and Changing
the Number of Authorized Directors of the Company From Eight (8) to Fifteen (15)
Directors:
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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THE GROUP RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2
PROPOSAL 2. Election of Directors (see reverse). For, except withheld from the
following Nominees:
FOR [ ] AGAINST [ ]
To cumulate votes, place the number percentage of votes for a Nominee below such
Nominee's name on the line provided.
Jonathan Iseson _____ Timothy Moynagh _____ Donald Danks _____
Gregory Martin _____ Eddy Raymond Maria Verresen _____
Peter Sollenne _____ Shelly Singhal _____
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THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 3
PROPOSAL 3. Amend and restate the articles of incorporation to remove cumulative
voting in the election of directors.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 4
PROPOSAL 4. Amend and restate the articles of incorporation to provide for a
classified board of directors so each directors is elected for a three year term
with one-third of the board standing for election each year.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 5
PROPOSAL 5. Amend and restate the articles of incorporation and bylaws to
provide that any action required or permitted to be taken by the stockholders
may be effected only at an annual or special meeting of stockholders, and not by
written consent of stockholders.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 6
PROPOSAL 6. Amend and restate the articles of incorporation and bylaws to
provide that only the chief executive officer, president, chairman of the board
or board of directors may call a special meeting of stockholders.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 7
PROPOSAL 7. Amend and restate the articles of incorporation and bylaws to
provide for an advance notice procedure for the nomination, other than by or at
the direction of the board of directors, of candidates for election as directors
as well as for other proposals to be considered at meetings of stockholders.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 8
PROPOSAL 8. Amend and restate the articles of incorporation and bylaws to
provide that directors may only be removed from office for cause.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 9
PROPOSAL 9. Amend and restate the articles of incorporation and bylaws to
provide that the affirmative vote of holders of at least 66-2/3% vote of the
outstanding voting stock be required to amend the bylaws or articles of
incorporation.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 10
PROPOSAL 10. Amend and restate the articles of incorporation to authorize
5,000,000 shares of undesignated preferred stock with right, preferences and
privileges to be designated by the board without stockholder vote.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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THE GROUP RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 11
PROPOSAL 11. Amend and restate the articles of incorporation and bylaws to
provide for limited liability for the directors, officers and other agents of
the company.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
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When shares are held by joint tenants, both should sign. When signing as
attorney-in-fact, executor, administrator, trustee, guardian, corporate officer
or partner, please give full title as such. If a corporation, please sign in
corporate name of President or other authorized officer. If a partnership,
please sign a partnership name by authorized person.
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Signature(s) of Stockholder(s)
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Title, if any
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Date
IMPORTANT
1. If your shares are held in your own name, please mark, date and mail the
enclosed BLUE proxy card to the Group, in the postage-paid envelope provided.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can vote such shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a BLUE proxy card to be signed
representing your shares.
3. If you have already submitted a proxy to the Company for the Special Meeting,
you may change your vote to a vote FOR the Board Increase and FOR the election
of the Nominees by marking, signing, dating and returning the enclosed BLUE
proxy card for the Special Meeting, which must be dated after any proxy you may
have submitted to the Company.
ONLY YOUR LATEST DATED PROXY FOR THE SPECIAL MEETING WILL COUNT AT THE SPECIAL
MEETING.
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