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Now the NetSol International registered by Mathew Bahr - Status forfeited means:
Forfeited: The foreign corporation has lost all corporate rights and powers for failure to meet statutory filing requirements in either the Secretary of State's Office or the Franchise Tax Board. Information regarding the type of forfeiture can be obtained by requesting a status printout. Fees and instructions for requesting a status printout are included on the Corporate Records Order Form.
http://www.ss.ca.gov/business/corp/corp_help.htm
Kr
Jens
Now about the availability of the name mentioned: Funny stuf:
One from BAHR (family ?):
http://kepler.ss.ca.gov/corpdata/ShowAllList?QueryCorpNumber=C1908992
Corporation
NETSOL INTERNATIONAL, INC.
Number: C1908992 Date Filed: 7/2/1997 Status: forfeited
Jurisdiction: NEVADA
Mailing Address
TWO VENTURE PLAZA STE 350
IRVINE, CA 92618
Agent for Service of Process
MATTHEW BAHR
233 WILSHIRE BOULEVARD, SUITE 930
SANTA MONICA, CA 90401
------------------------
And one from Najeeb:
http://kepler.ss.ca.gov/corpdata/ShowAllList?QueryCorpNumber=C2327550
NETSOL INTERNATIONAL, INC.
Number: C2327550 Date Filed: 1/16/2001 Status: active
Jurisdiction: NEVADA
Mailing Address
818 W SEVENTH ST
LOS ANGELES, CA 90017
Agent for Service of Process
NAJEEB U GHAURI
24025 PARK SORRENTO STE 220
CALABASAS, CA 91302
----------------------------------------------
Looks as if Bahr tried to sit on the name and Najeeb filed a new registration.
From Nevada State records - The active corporation:
Name: NETSOL INTERNATIONAL, INC.
Type: Corporation File Number: C5490-1997 State: NEVADA Incorporated On: March 18, 1997
Status: Current list of officers on file Corp Type: Regular
Resident Agent: PARACORP INCORPORATED (Accepted)
Address: 318 NO. CARSON ST. STE.#208
CARSON CITY NV 89701
President: NAJEEB U GHAURI
Address: 318 N CARSON ST #208
CARSON CITY NV 89701
Secretary: RICK POOLE
Address: 318 N CARSON ST #208
CARSON CITY NV 89701
Treasurer: NAJEEB U GHAURI
Address: 318 N CARSON ST #208
CARSON CITY NV 89701
-----------------------------------------
The dissolved corporation:
Name: NETSOL INTERNATIONAL, INC.
Type: Corporation File Number: C9252-1997 State: NEVADA Incorporated On: May 01, 1997
Status: Dissolved Corp Type: Regular
Resident Agent: PARACORP INCORPORATED (Accepted)
Address: 318 NO. CARSON ST. STE.#208
CARSON CITY NV 89701
President: NAJEEB GHAURI
Address: 233 WILSHIRE BLVD #930
SANTA MONICA CA 90401
Secretary: NAJEEB GHAURI
Address: 233 WILSHIRE BLVD #930
SANTA MONICA CA 90401
Treasurer: NAJEEB GHAURI
Address: 233 WILSHIRE BLVD #930
SANTA MONICA CA 90401
-----------------------------------------------
Now the GroupLLC is also registrated in Nevada - Here is the status (Only initial list of officers filed):
Name: NETSOL SHAREHOLDERS GROUP, LLC
Type: Limited Liability Company File Number: LLC4203-2001 State: NEVADA Incorporated On: April 25, 2001
Status: Initial list of officers filed Corp Type: Limited Liability Company
Resident Agent: PARACORP INCORPORATED (Accepted)
Address: 318 NO. CARSON ST. STE.#208
CARSON CITY NV 89701
Manager or Member: DAVID BAHR
Address: 2240 ENCINITAS BLVD., #242D
ENCINITAS CA 92024
Manager or Member: BLUE WATER MASTER FUND, L.P.
Address: KAYA FLAMBOYAN 9
C/O CITGO FUND SERV.
CURACAO, NETHERLAND ANT. UN
Manager or Member: (CONT'D FROM NO 2) ATT: JONATHAN D
Address: SAME AS NO 2.
ISESON.
SAME AS NO 2 UN 0
-----------------------
How to find above:
Go here: http://sos.state.nv.us/default.asp
First search Netsol International under "Company search" - That will gove you the Netsol registrations.
Then use the "Corporate Officer" feature - and enter David in first name - and Bahr in last name - that vill give you the LLC registration.
Kr
Jens
Todays filings 2:
FROM: NETSOL INTERNATIONAL, INC. CONTACT: Syed Husain
24025 Park Sorrento 818/667-4815
Calabasas, California 91302
NETSOL INTERNATIONAL OBTAINS TEMPORARY RESTRAINING ORDER
NEVADA JUDGE SIDES WITH MANAGEMENT TEAM
---------------------------------------
CALABASAS, Calif.--(BUSINESS WIRE)--June 12, 2001--NetSol International, Inc.
(NASDAQ: NTWK, WWW.NETSOL-INTL.COM) announced today that management obtained
a temporary restraining order yesterday, entitling it to oust the insurgent
shareholder group from Netsol's headquarters here. The insurgent group
improperly gained entry to the company's corporate offices early yesterday
morning with the assistance of armed security guards. Netsol's management
team and eight member board of directors continue to run the company. Under
the Nevada court order, the insurgent shareholder group and the directors it
claims to have elected are prohibited from taking any action whatsoever with
respect to the company, at least until the court hearing scheduled for Friday
June 15, 2001. The Court found that NetSol has shown a reasonable probability
of success on the merits of its claim, specifically that the defendants are
not properly elected members of the Board of Directors of NetSol, and that
their purported election violates Nevada law.
"We believe that the insurgent shareholder group's public claim of victory
was irresponsible, and, at the very least, premature since an independent
party has not counted the votes cast to date," stated Najeeb Ghauri, chief
executive officer of Netsol. "We are disappointed with the conduct of the
insurgent group and the manner in which they continue to conduct this
contest, which by no means is over."
Irfan Mustafa, Netsol's chairman of the board of directors, went on to say
"We remain confident that we will win this proxy contest. We are looking
forward to directing our energy towards increasing shareholder value as
opposed to fighting this wasteful proxy contest."
The company filed its definitive proxy materials with the SEC in connection
with the special meeting to be held June 19, 2001 in response to NetSol
Shareholder Group LLC's request to expand the company's board of directors
from eight to fifteen members and fill the newly created vacancies with its
hand picked nominees.
The company's board of directors urges its shareholders to contact MacKenzie
Partners, Inc. at (800) 322-2885 or PROXY@MACKENZIEPARTNERS.COM for more
information. Netsol's board of directors also urges its shareholders to read
the entire proxy statement because it contains important information.
NetSol International Inc. is an ISO-9001 certified software developer in the
global information technology industry. With an international workforce of more
than 400 employees, NetSol specializes in software development, proprietary and
asset-based leasing and finance programs, IT consulting, and creation of
eBusiness and Web-based solutions for a growing list of blue-chip customers
worldwide. Clients include Daimler Chrysler Taiwan; Mercedes Benz Financing,
Australia; Mercedes Benz Leasing, Thailand; CFS Groups U.K., St. George Bank,
Australia; GMAC in Australia, and Debis Porfolio Systems, U.K. For more
information about NetSol and its subsidiaries, visit the company's web site at
www.netsol-intl.com.
Safe Harbor Statement
<PAGE>
This release contains forward looking statements relating to the development of
the Company's products and services and future operation results, including
statements regarding the Company that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. The words "believe," "expect," "anticipate," "intend," variations of
such words, and similar expressions identify forward looking statements, but
their absence does not mean that the statement is not forward looking. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Factors that
could affect the Company's actual results include the progress and costs of the
development of products and services and the timing of the market acceptance of
those products and services. A more detailed description of certain factors that
could affect actual results include those factors discussed in the Company's
filings with the United States Securities and Exchange Commission, including its
annual report on Form 10-KSB and quarterly reports on Form 10-QSB. NetSol
International Inc. undertakes no obligation to update publicly any
forward-looking statements to reflect new information, events or circumstances
after the date of this release or to reflect the occurrences of unanticipated
events. Readers are cautioned not to put undue reliance on forward-looking
statements, which speak only as of the date of this release. The company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or for any
other reason.
</TEXT>
</DOCUMENT>
Kr
Jens
Todays filings 1:
Item 1. Changes in Control of Registrant.
On June 8, 2001, the NetSol Shareholders Group, LLC (the "Group") delivered to the Secretary of NetSol International, Inc. (the "Company") written consents, solicited pursuant to a Definitive Proxy Statement filed June 7, 2001, executed on behalf of stockholders of the Company holding more than majority of the voting power, which (a) amended the Bylaws of the Company to increase the maximum number of directors from nine (9) to fifteen (15) directors, and changed the number of authorized directors from eight (8) to fifteen (15) (the "Board Increase"), and (b) elected Jonathan Iseson, Gregory Martin, Peter Sollenne, Timothy Moynagh, Eddy Verresen, Shelly Singhal and Donald Danks as new Directors for the Company.
On June 10, 2001, a special meeting of the Board of Directors ("Board") of NetSol International, Inc. (the "Company") was held. Naeem Ghauri, Cary Burch, Jonathan Iseson, Peter Sollenne, Gregory Martin, Timothy Moynagh, Eddy Verresen, Shelly Singhal, and Donald Danks were present. The Board voted to immediately remove from office the following officers: Najeeb Ghauri as Chief Executive Officer, Irfan Mustafa as Chairman of the Board, Salim Ghauri as President, Naeem Ghauri as Chief Operating Officer, Nasim Ashraf as Executive Vice President, Rick Poole as Secretary and Malea Farsai as General Counsel. The Board elected the following new officers: Cary Burch as Chairman of the Board and Chief Executive Officer, Peter Sollenne as President and Chief Operations Officer, Gregory Martin as Vice-President and Secretary, and Robert Morrow as General Counsel and Assistant Secretary.
On June 11, 2001, the new management team took physical control of the Company's executive offices at 24025 Park Sorrento, Suite 220, Calabasas, California 91302, and began conducting and inventory and review of the books and records of the Company. Upon initial review, the financial and operational records do not appear to be kept as such records are typically maintained in the ordinary course of business. Management believes it may take some time to conduct a thorough and complete review.
Item 5. Other Events.
In reviewing the Company records, new management became aware on June 11, 2001, of a notice from the California Secretary of State dated April 20, 2001, stating that the Company is currently suspended by the California Secretary of State, and that revivor action has been denied due to nonavailability of corporate name. The matter has been referred to the Company's legal counsel for review and appropriate handling.
--------------------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NETSOL INTERNATIONAL, INC.
Registrant
Dated: June 11, 2001
By
/s/ CARY BURCH
--------------------------------------------------------------------------------
Cary Burch
Chairman and Chief Executive Officer
--------------------------------------------------------------------------------
Kr
Jens
If everything else isn't clear then what is filed with the SEC should count IMO.
http://ragingbull.tenkwizard.com/fil_submis.asp?repo=tenk&ipage=1432162&doc=1&total=&...
- Yet incredible that Kirkland makes such announcements if without merit. Of course forward looking etc...
Cannot say that the Monday really enligthned us.
Kr
Jens
An older one from Bloomberg May 23. -
NetSol Dissidents Find Proxy Fight Must Be Waged in Pakistan
Washington, May 23 (Bloomberg) -- When NetSol International
Inc.'s biggest investors demanded a special shareholders meeting
on whether to oust the business software company's board, they had
no inkling how far the proxy fight would take them.
Almost 8,000 miles farther than they suspected, it turns out.
The software-design company, based near Los Angeles in
Calabasas, California, held its last three shareholder meetings in
that state. This time, NetSol decided the battle over its future
would take place almost half a world away in the ancient walled
city of Lahore, Pakistan.
``I don't think anybody contemplated that somebody would try
to do something like this,'' said John Kirkland, a lawyer for the
dissidents who contends that the meeting site -- 650 miles
northeast of Karachi, Pakistan -- was picked to make the proxy
fight as hard as possible. ``It's a bizarre anomaly.''
NetSol Chairman Irfan Mustafa wouldn't discuss the meeting
when contacted in Dubai, where he works for Tricon Global
Restaurants Inc. Other NetSol officials didn't return calls to the
company's California headquarters. Lahore is home to NetSol's
software development facility.
The bid to replace NetSol's seven-person board is being
spearheaded by Blue Water Partners LLC, a Manhasset, New York,
hedge fund manager that owns 21 percent of the company's stock,
which has plunged 94 percent from a March 2000 high of $80.
NetSol is by no means the first U.S. company accused of
seeking an out-of-the-way location for a shareholder meeting.
Faced with a proxy fight in 1999, Maxxam Inc., a producer of metal
and semi-fabricated aluminum products, scheduled a meeting at 8:30
a.m. at the Waterwood National Resort and Conference Center near
Huntsville, Texas, about 70 miles from Houston.
Jill Ratner, a participant in the Maxxam proxy battle, said
getting to Waterwood was tough, in part because the resort, once
owned by the company, didn't have rooms available for
shareholders. Yet Ratner, president of the Rose Foundation for
Communities and the Environment, was more impressed by NetSol's
site selection.
``They make Maxxam look like pikers,'' Ratner said. Maxxam is
holding its annual shareholders meeting today and company
officials couldn't be reached immediately for comment.
If Blue Water succeeds in replacing NetSol's board, the hedge
fund manager says it will bring in new management and hire an
investment bank to explore a possible sale of the company. Two
people on Blue Water's slate sit on the board of Netgateway Inc.,
a Utah Web business software developer that has an agreement
giving it options to buy some NetSol stock from members of the
Blue Water group, while giving the investors options to buy
Netgateway shares.
Opposition
NetSol Chief Executive Najeeb Ghauri issued a statement
earlier this month saying Blue Water's proposed slate doesn't
``have the skills required to execute the NetSol business plan.''
Blue Water rode a 250 percent jump in NetSol's stock during
the first three months of 2000 to a ranking as the best-performing
hedge fund group of last year's first quarter. The NetSol stake
more recently has been a headache in more ways than one for the
firm and portfolio manager Jonathan Iseson.
Blue Water paid an average of $20.35 a share for the bulk of
its NetSol stake, according to the most recent figures in
regulatory filings, only to see the stock fall to less than $5.
Blue Water investors have sued Iseson, alleging Blue Water
didn't reveal that it has had as much as two-thirds of its assets
in NetSol stock. And last year, Blue Water had to pay NetSol $1.4
million for violating a securities law that prohibits major
shareholders from seeking so-called short-swing profits by selling
stock less than six months after it was purchased. Violators are
required to turn over to the company any profits from short-swing
stock sales.
Pakistan Connection
NetSol formerly operated as Mirage Holdings Inc., an importer
of fashions from Pakistan and India. Mirage changed businesses
through the 1999 acquisition of Network Solutions (Pvt) Ltd., a
software development company incorporated in Lahore that was
founded by Salim Ghauri, NetSol's current president.
NetSol's products include a system for managing vehicle lease
contracts that is being used by Daimler Chrysler Financial
Services, according to the company's most recent annual report.
Because Blue Water owns at least 10 percent of NetSol's
common shares, the investor had the right to request a special
shareholder meeting. In documents filed with the Securities and
Exchange Commission in late April, Blue Water said it had asked
NetSol to schedule a meeting at the company headquarters in
Calabasas ``or such other location as is designated by the
board.''
Several weeks later, NetSol disclosed that it would host the
meeting at the company's Lahore software development facility.
``We invite you to attend the meeting and see our development
team,'' NetSol said in the filing, providing an address of Y-126
Comm DHA, Lahore.
Nevada Laws
The meeting must be run according to the laws of Nevada, the
state in which NetSol is incorporated, legal experts say. That
said, most state laws don't require a company to hold its annual
meeting in the state of incorporation.
``There is usually no limitation on where a company can meet
unless it's self-imposed,'' said Cornish Hitchcock, a lawyer who
represents shareholder activists.
NetSol shareholders won't have to attend the meeting to cast
their vote in the contested election. Rather, shareholders can
submit a proxy by mail in which they give management or the
dissident investors authority to cast their votes.
The Blue Water group is seeking written consents from
shareholders for election to the board seats. Short of getting
consents from investors holding two-thirds of the stock, the
dissidents must physically deliver proxies they receive to the
meeting. NetSol's management owned 41 percent of shares
outstanding as of April 30.
--Miles Weiss in Washington (202) 624-1879 or at
mweiss@bloomberg.net with reporting by David Evans in Los Angeles/
bd/rp
Kr
Jens
Then OTCJOURNAL
(The Wanna-Take-Over-Bunch's additional information forum - Obviously they see NTWK as an OTC stock)
June 11, 2001
Volume IV, Issue 52
Email : info@otcjournal.com
URL : http://www.otcjournal.com
To OTC Journal Members:
Special Report- Hostile Takeover of NetSol International (NASDAQ: NTWK) Completed
We have been following this interesting story for the last month. The management of NetSol International, our best profile of all time, has been under siege by a group of dissident shareholders frustrated by poor financial performance.
In the March quarter the company achieved $1.52 million in revenues, down from $1.55 million the previous year. However, General and Administrative expenses were $1.3 million, leaving only $200,000 in gross profits, and leaving the company with a total loss of $2.3 million for the quarter, or $.21 per share. Is it any wonder shareholders were fed up with current management.
The company is an off shore software developer with the majority of its employees at a facility in Lahore, Pakistan. They built their reputation on specialized leasing software custom designed for Daimler Benz finance companies throughout the world.
As a tightly held private company they were profitable and achieved an enviable growth rate. Once they had access to the capital provided by the US Nasdaq market, another words "other people's money", they burned through both the cash and shares of stock with non performing acquisitions and poor internal performance.
As revealed in both SEC filings and public news releases, the group of shareholders solicited enough proxies to expand the Board of Directors from seven to fifteen members. In an emergency board meeting held at 5:00 Pacific Time last night the newly elected board voted to terminate the existing management team effective immediately, and they took control of the operations at the open of business today. The Board meeting was held in LA during the Lakers/Philly game. They must have been the only people working in LA at that time.
The stock was up early to nearly $5, but sold off mid day to close in the $3.50 range. Rumors abound on this stock. There has been a persistent rumor of an impending short squeeze for the past several months, but as of now the short sellers are in control.
Based on financial performance short sellers have every reason to anticipate this stock is a zero. However, the new board members have excellent credentials. Cary Burch, a member of the board of The First American Corporation (NYSE: FAF) is the new Chairman. Other new members have impressive credentials including Timothy J. Moynagh, Sr., Business & Solutions Development Manager for Inktomi Corporation (NASDAQ: INKT).
Despite the stock selling off late in the day, the company is a better company today than it was last week. It is now controlled by investors who put hard money into the stock, and you can be certain their agenda is to protect and enhance their investment.
We can't say where the stock will go in the short term, but it has a history of coming back from adversity. Please keep this one on your watch list for a potential bounce. If you like to speculate on volatile stocks this one could be worth a trade.
In the interest of fair disclosure we inform you that one of our editors owns 3400 shares of NetSol International, purchased for his own account in the open market at an average cost of $2.81. This should be viewed as a potential conflict of interest.
--------------------------------------------------------------------------------
Kr
Jens
Monday June 11, 3:56 pm Eastern Time
Press Release
SOURCE: Willow Cove Investment Group, Inc.
Willow Cove Investment Group, Inc. Changes Rating on Netsol International From a Long-Term Buy to Neutral
SEATTLE, June 11 /PRNewswire/ -- Due to current uncertainty at NetSol International (Nasdaq: NTWK - news), and events which could materially change the complexion of the company, Willow Cove changes its rating on NetSol International to a neutral, waiting for better visibility as to the structuring of the company's future operations.
Willow Cove Investment Group, Inc. is a member of the National Association of Securities Dealers, CRD Number 107824.
SOURCE: Willow Cove Investment Group, Inc.
Kr
Jens
Monday June 11, 9:54 am Eastern Time
Press Release
New Directors and Management Team Elected for NetSol International, Inc.
CALABASAS, Calif.--(BUSINESS WIRE)--June 11, 2001--NetSol International, Inc. (Nasdaq:NTWK - news; www.netsol-intl.com) today announces that its board of directors has been expanded and seven new directors have been elected. The new directors are Jonathan D. Iseson, principal of Blue Water Partners, L.L.C.; Gregory J. Martin, former vice president of Emerge Corporation; Peter R. Sollenne, President and CEO of Techna Global Solutions, Inc.; Timothy J. Moynagh, Sr., Business & Solutions Development Manager for Inktomi Corporation; Eddy Raymond Maria Verresen, founder of BSH-Belgische Struisvogelhouderij; Shelly Singhal, an investment banker with Softbank Investments International Strategic Limited; and Donald Danks, CEO of Gateway, Inc.(OTCBB:NGWY - news).
In addition, Cary Burch, already a director of NetSol International, Inc. and executive of The First American Corporation (NYSE:FAF - news), has been appointed Chairman of the Board and interim Chief Executive Officer of NetSol International, Inc.; Mr. Sollenne has been appointed President and Chief Operating Officer; Mr. Martin has been appointed Vice-President and Secretary; and W. Robert Morrow, Esq., former General Counsel of Kaynar Technologies, Inc., has been appointed as General Counsel.
The new directors were proposed by NetSol Shareholders Group LLC in its Definitive Proxy Statement filed with the SEC (www.sec.gov) on June 7, 2001, and elected by written consent of stockholders holding more than a majority of the voting power. The new officers were appointed today by the newly constituted board of directors.
FORWARD-LOOKING STATEMENTS
This press release contains predictions, estimates and other forward-looking statements which include, but are not limited to, statements regarding the group's future plans. These statements are subject to risks and uncertainties and actual results may differ materially from any future performance suggested above. The parties issuing the release undertake no obligation to publicly release any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
--------------------------------------------------------------------------------
Contact:
For NetSol Shareholders Group, LLC:
Greenberg Traurig, LLP, Santa Monica, Calif.
John C. Kirkland, 310/586-7738
kirklandj@gtlaw.com
Kr
Jens
Monday June 11, 9:06 am Eastern Time
Press Release
NetSol International Reports that Votes are Still Being Tabulated in Proxy and Consent Solicitation Contest
CALABASAS, Calif.--(BUSINESS WIRE)--June 11, 2001--NetSol International, Inc. (NASDAQ:NTWK - news; www.netsol-intl.com) today announced that votes are still being counted in connection with its June 19, 2001 shareholder meeting and the related consent solicitation.
``We are confident that a majority of NetSol's shareholders will believe in our ability to run the Company, and will vote with us,'' stated Najeeb Ghauri, Chief Executive Officer of the Company. ``The Company does not believe that the insurgent shareholder group is following state or federal law, and believes that when the dust settles the insurgent group will have less than 50% of the vote,'' added Ghauri.
Irfan Mustafa, the Company's chairman of the board of directors, went on to say: ``At this time I would like to re-assure all of our loyal shareholders, customers and employees worldwide that we intend to conduct business as usual at NetSol International and all of its subsidiaries.''
In conclusion, Ghauri stated, ``We are looking forward to the June 19th special meeting where we intend to demonstrate that we enjoy support from a majority of our shareholders.''
The Company filed its definitive proxy materials with the Securities and Exchange Commission in connection with the special meeting to be held June 19, 2001 in response to NetSol Shareholder Group LLC's request to expand the Company's board of directors from eight to fifteen members and fill the newly created vacancies with its hand picked nominees. The Company's board of directors urges its shareholders to contact MacKenzie Partners, Inc. at 800/322-2885 or proxy@mackenziepartners.com for more information. The Company's board of directors also urges its shareholders to read the entire proxy statement because it contains important information.
NetSol International Inc. is an ISO-9001 certified software developer in the global information technology industry. With an international workforce of more than 400 employees, NetSol specializes in software development, proprietary and asset-based leasing and finance programs, IT consulting, and creation of eBusiness and Web-based solutions for a growing list of blue-chip customers worldwide. Clients include Daimler Chrysler Taiwan; Mercedes Benz Financing, Australia; Mercedes Benz Leasing, Thailand; CFS Groups U.K., St. George Bank, Australia; GMAC in Australia, and Debis Porfolio Systems, U.K. For more information about NetSol and its subsidiaries, visit the company's Web site at www.netsol-intl.com.
Safe Harbor Statement
This release contains forward looking statements relating to the development of the Company's products and services and future operation results, including statements regarding the Company that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words ``believe,'' ``expect,'' ``anticipate,'' ``intend,'' variations of such words, and similar expressions identify forward looking statements, but their absence does not mean that the statement is not forward looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect the Company's actual results include the progress and costs of the development of products and services and the timing of the market acceptance of those products and services. A more detailed description of certain factors that could affect actual results include those factors discussed in the Company's filings with the United States Securities and Exchange Commission, including its annual report on Form 10-KSB and quarterly reports on Form 10-QSB. NetSol International Inc. undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrences of unanticipated events. Readers are cautioned not to put undue reliance on forward-looking statements, which speak only as of the date of this release. The company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or for any other reason.
--------------------------------------------------------------------------------
Contact:
Cramer-Krasselt
Amy Dolnick, 312/616-3823
adolnick@c-k.com
Kr
Jens
Even though it seems that Shogren is out of Tuna, the address is still there in the NYC:
WAHOO PARTNERS, L.P. 192 BIRCH HILL ROAD, LOCUST VALLEY, NEW YORK 11560
From Shogren's letters last year to the BW shareholders:
Blue Water Partners, LLC 192 Birch Hill Road Locust Valley, NY 11560 Phone: (516) 759-4655 Fax: (516) 759-4987
http://wdb.dos.state.ny.us/corp_public/corp_wdb.corp_status_form_2.show?p_arg_names=CORPID&p_arg...
---------------
Kr
Jens
What happened on the flats in the meantime.
HedgeFund.net buyers aiming for more dealings online
The website HedgeFund.net has gained a new CEO after it was bought from the Tuna Group by an investor group lead by Links Holdings and Capital Z, that has set up GAM Acquisition Holding Company to manage the site.
The new CEO, B Scott Minerd, is a merchant banker who has specialised in hedge-fund, private-placement and fixed-income deals. With new capital behind him, Minerd will expand HedgeFund.net's online content, including audio and video clips, and as a platform for transactions for both high-net-worth-individuals and institutional investors, who make up a 50:50 split of its existing user base.
Minerd, previously director of Guggenheim Group LLC and a MD in the Credit Suisse First Boston and Morgan Stanley fixed-income divisions, also has long-term plans that include private-equity dealings and private placements for the website.
Tuna Group staff, including HedgeFund.net's former chief, Alex Shogren, will be providing consultancy to the website.
http://www.fortunefunds.com/news/newsarch/oct2000.html
Wahooooo
October 10, 2000
Looks like Hedgefund.net pulled the plug on listing Blue Water in the database. Guess what, the most popular fund is now Wahoo Partners run by none other than Alex Shogren. Hedgefund.net's "most popular" list is a crock used to highlight select funds run by the owners(former owners). But they need some way of listing their own funds I guess. As long as these crock lists are highlighted on hedgefund.net, i'll never have respect for that crew.
Blue Water(another Shogren Fund) must have had significant losses in September, but they are no longer reporting to hedgefund.net. So, did hedge funds really outperform other indexes? NOPE. There must've been around a 20% loss that didnt get factored into the equation. As long as hedge funds do not have to report their disaster months, they shouldn't issue press releases touting hedge fund performance.
http://www.hedgefundcenter.com/messages/messages.cfm?message_id=223&shomsg=y
-----------------------------
Is Wahoo the shorting party ?
Kr
Jens
Hello hello - what is that on the other boards about a 8MM$ Merril Lynch deal ???? - 2MM new shares voting the Ghauri way ???
Will be an interesting Monday.
Kr
Jens
Bugger, not really a big surprise as the race is/was obviously close. - Good to see that you are still so well connected that one can trust your messages. I.T. is amazing right ?
Kr
Jens
If that PR turns out to be the fact then we are about to see the utmost exploit of the market around NTWK stock.
BW is down around 80% - Judging from the short-numbers, some shorts from this year (mid Feb to mid Apr appx.100K) may be down some 50%.
The stock once again will turn into a OTC-like playground.
The play will be to predict when the parties, short or long, will have their day.
All IMHO
Kr
Jens
Well...if they believe they have the majority in written consent, and it turn out to be the fact...then so be it.
Anticipating what will be left one could describe it like this: Bluestone taking OTCBB:NGWY to NasdaqSC via a hostile takeover.... A Hermetic Conquest!!!!
(The alchemists, the people who tried to make gold, considered themselves followers of Hermes, and often called themselves Hermetic philosophers. --Source: A. B. Buckley.)
Later many made fortunes with Hermetics (sealing cans with fish)
Oh well...
Last straw - wonder if all shares are counted. - Nasty news IMO:
June 10, 2001
NetSol Shareholders Are Set to Name
Burch Chairman and Chief Executive
Dow Jones Newswires
WASHINGTON -- NetSol Shareholders Group LLC is set to name Cary Burch chairman and chief executive of NetSol International Inc. at a special meeting Sunday, John C. Kirkland, the group's legal counsel and a partner at the law firm of Greenberg Traurig LLP said.
"I'm honored that the shareholders have asked me to step in and have confidence in me to bring in a competent team," Mr. Burch said.
The group also said it has obtained written consents from holders of a majority of NetSol's voting power to expand the company's board to 15 and to elect seven of its nominees to the board.
The group will name Peter Sollenne president, chief operating office and secretary and Robert Morrow assistant secretary and general counsel, Mr. Kirkland said.
Mr. Kirkland also said the group would replace Najeeb Ghauri, Irfan Mustafa, Salim Ghauri, Naeem Ghauri, Nasim Ashraf, and Malea Farsai, who will be immediately terminated and removed. Rick Poole will be terminated as secretary, but will remain with the company as corporate controller.
"[NetSol Shareholders Group LLC will] authorize the President & CEO to terminate any additional employees he deems appropriate," Mr. Kirkland said. "[It will] instruct all former employees to immediately turn in all keys and passcodes, return all company documents and property, stay out of all company facilities, and cease all contact with company employees."
Mr. Kirkland also said the group will authorize filing suit against all former executives, counsel, and directors Najeeb Ghauri, Mr. Mustafa, Salim Ghauri, Naeem Ghauri, Mr. Ashraf and Waheed Akbar.
The group also plans a mandatory recall of share certificates and wants to hire an investment advisor. It expects to engage Greenberg Traurig to represent the company and to authorize the executive committee to select and hire an investment bank or financial advisor.
"We're really going to upgrade the organization to the next level of professionalism," Mr. Burch said. "The bottom line is that we're trying to maximize shareholder value."
The group has called a special meeting of the board on Sunday at 5 p.m. PDT in Santa Monica, Calif, which Mr. Burch said NetSol has not confirmed.
"I'm not sure if they'll even attend," he said.
NetSol did not return a phone call seeking comment.
----------------------------
http://public.wsj.com/sn/y/SB992148127278281555.html
Kr
Jens
Geez bugger - you may get to loose your pole position there - LOL
Now Ed, What do you say - Should I remove both these posts ?
Kr
Jens
Eddy Verressen did not work at Binder Dijcker Otte
He may though have worked at Binder Dijker Otte before beginning building the Ostrich cooperative.
http://www.bdo.be/
http://www.google.com/search?hl=en&lr=&safe=off&q=%22Binder+Dijker+Otte%22&spell=1
Martin and Corvus - Grand Prix
http://www.google.com/search?hl=en&lr=&safe=off&q=%22Corvus+Business+Development%22&....
Shelly Shingal -
http://www.google.com/search?q=cache:I4uLLwioqJ4:biz.yahoo.com/e/001207/cawc.ob.html+%22SHELLY+SINGH....
http://www.google.com/search?q=cache:POyrFhwXFfI:technews.netscape.com/investor/news/newsitem/0-9900....
Wall Street Types :)
http://www.google.com/search?q=cache:tgCeJtkO6j4:news.morningstar.com/news/DJ/M05/D07/89253798295.ht....
Whale's and Tuna's? in Blue Waters ?
In March 2001, the Company, which was known as Whale Securities., L.P. aquired certain of the assets of BlueStone Capital Securities, Inc. ("BSC"), including the name "BlueStone Capital" and a majority of the employees and accounts of BSC. Subsequently, in April 2001, in conjuction with its conversion from a limited partnership to a corporation, the Company changed its name to BlueStone Capital Corp.
Copy this link - replace the 4 stars with f u c k - Scroll down to message from Fishing of 4/4/2001:
http://www.google.com/search?q=cache:H9KwgK-YNvs:www.****edcompany.com/comments/html/924704781-35.ht....
Was among these:
http://www.google.com/search?hl=en&lr=&safe=off&q=%22Whale+Securities%22+fraud&btnG=....
Always wondered who found the failure Supernet/Pegasus for Netsol?...Was it Whale/Bluestone?...Both have had many contacts in Germany/Frankfurt.
Well.........
Kr
Jens
Didn't get the better detailed chart from yesterday, but the 5 days chart:
http://finance.yahoo.com/q?s=NTWK&d=c&k=c4&t=5d
But it does look like some pump and dump action during the afternoon, a rather successful pump, as the price ended up from the start of the action. There are definitely selling in the action, because if there weren't, the price would have ended much higher.
The action looks much like what often goes on in connection with a analyst coverage initiated or upgrade - Only apparently there is nothing published.
My guess is that it was financing selling shares in cooperation with recommending brokers. The advised buyers soaking up more than what was brought to the market.
BW IMO isn't selling right now, as they need their votes.
Yeah futile, I know, but how would they explain to their participants, the necessary filing when it comes if they sold now ?
Kr
Jens
The Ghauri's are treating the wanna-take-over-bunch amazingly decent - Of course the obvious reason is that if they burn all bridges and cannot communicate with BW at all afterwards, then Iseson may have to rapidly find yet a new exit strategy for BW. BW investors may leave and cause the 2+MM shares to hit the market, very much depending on what other investing activities there are in Blue Water.
For sure if Iseson got the influence he want, he might be able set up "things" to move the market - If at all possible under current market conditions, and with the shorters which apparently are following his moves closely.
The ONLY purpose BW has is to get out with as little damage as possible - and that is definitely not the same as wanting to make NetSol a success, at least not as an IT company - perhaps as an Ostrich-Breeders society - I mean, there must be a good reason for wanting to bring in a guy from that line of business, right ? - Just kidding - He is probably OK, at least he could talk Iseson into offering him a seat.
The IT bizzes the group put pressure on NetSol to acquire failed - IMO because they were already failures before they were acquired - unsaveable.
Bottomline is IMO Blue Water et environment isn't equipped with a Midas touch when it comes to NTWK - rather the contrary.
The Ghauri's on the other hand have learned a lot from all of this, and will come out stronger. IMO also in the eyes of the institutional investing community.
JMHO
Kr
Jens
Going back to the May 10. a Morgan Stanley statement about India, which IMO also relate to PK / NetSol.
www.brecorder.com
Thursday, May 10, 2001
Computers: Software
Global slowdown in IT spending could benefit India
.......BANGALORE : The global slowdown in spending on information technology could be a blessing in disguise for India's burgeoning software service industry, according to a number of global investment house reports. Most echo the view of Morgan Stanley, which said technology services outsourcing companies should outperform the broader technology sector, as more firms contract out their IT operations to save money and focus resources on their core business.
.......Morgan said in a report earlier this year that outsourcing of IT services to Asia accounted for just one percent of the global IT services market.
......."Thus a 0.25 percent increase in the outsourcing proportion could more than make up for a slowdown in IT spending growth from about 10 percent a year to negligible growth," it said.
.......That shift should benefit India, which is already a global power in computer service outsourcing.
.......More than 250 Fortune 1000 companies frequently outsource their software needs from India.
.......This work ranges from helping foreign companies to build and maintain their computer systems to providing labour-intensive services such as call centres and back-office data entry operations for credit card companies, or medical transcription services for big US health insurance organisations.
.......Computer service outsourcing has been the driving force behind the rapid growth of India's computer industry the past decade.
.......Export revenue of India's IT software and service industry has rocketed from a mere $100 million in the early 90s to $6.2 billion in the past year to March, according to data compiled by the National Association of Software and Service Companies (NASSCOM).
.......For the current year, NASSCOM recently lowered its growth forecast - to 40-45 percent from 52 percent, attributing the slide to the US economic slowdown.
.......Still, export revenue is projected to increase to $8.5-9.0 billion this year, and the industry remains confident that figure will rise seven-fold over the next eight years.
.......NASSCOM vice chairman Arun Kumar said the growth, despite this year's slowdown, is still higher than needed to reach India's much-ballyhooed goal of $50 billion in info-tech export earnings in 2008.
......."There's absolutely no cause for any pessimism as far as the industry is concerned," proclaims Kumar.
.......Within three years, India aims to capture five percent - or $30 billion - of the $585 billion global IT services market.
.......Some recent research reports warn, however, that the global slowdown in IT spending is likely to hurt some Indian software service providers, especially smaller companies with weak links to foreign clients.-Reuters
.......Copyright 2001 Reuters (Published under arrangements with Reuters)
Kr
Jens
And then the confirmation to the recent PR - also from www.brecorder.com:
Saturday, May 19, 2001
Computers: Software
NetSol, software integrator for SAF Games
.......KARACHI : NetSol International (NASDAQ:NTWK) has been appointed as the software integrator for the upcoming SAF Games being held in Islamabad from October 6 to October 15, 2001. According to a news release issued here on Friday, NetSol is providing its services as the Overall Project Managers for the event.
.......The company will be responsible for monitoring the software development of the various stages in the games and once all the modules are developed it will ensure the standard for the seamless integration.
.......In addition, NetSol will also be developing applications for the automation of accreditation, transportation and accommodation functions of players and officials flying to Pakistan from seven countries.-APP
.......Copyright 2001 APP (Published under arrangements with Associated Press of Pakistan)
Currently on this page there:
http://www.brecorder.com/story/000020/000020/00002010/0000201000012.shtml?000020
Kr
Jens
One more same source:
Thursday, May 31, 2001
Computers & IT
Ranjha wants human development to share $600 billion global information technology industry
RECORDER REPORT
.......LAHORE : The Punjab Law Minister, Dr Khalid Ranjha, has called for human development to share the 600 billion dollars global IT industry, which is expanding at a rate of 18 percent annually while supply has only been averaging at 11 percent per annum. While addressing the seminar on 'Global IT scenario and Pakistan' here on Wednesday, he said that the information technology has a multibillion dollar exports potential.
......."Our share in this potential economic powerhouse depends on our ability to speedily develop the required human resource base," he added.
.......The Minister said that newly formulated IT policy is aimed at producing 100,000 highly trained IT professionals annually for which a ambitious programme has been launched. It includes establishment of seven new IT universities, setting up of computer departments in universities and other educational institutions, besides, embarking upon a number of short and long term training programmes for developing IT skills.
.......Recognising the IT's importance for the country's economic future, he added that efforts are being made to carve out a respectable place for the country in IT related development.
.......Dr Ranjha emphasised the need for utilising IT to highlight the teachings of Islam with full confidence and added that it would help in removing misunderstanding and promoting the cause of universal peace and harmony.
.......The minister said that for Pakistan development of IT and software exports is an attractive option for creating large number of jobs and for solving the budget deficit problems through foreign exchange earnings. IT is a knowledge based industry, hence IT is an attractive investment option for entrepreneurs, he added.
.......Experience of India and other developing countries shows that above mentioned objectives are achievable. However, this requires a concerted effort of all segments of IT sector. Pakistan is standing at a point where this opportunity has emerged as a blessing, the need is to cash in on it, the minister concluded.
.......Copyright 2001 Business Recorder (http://www.brecorder.com)
Kr
Jens
From www.brecorder.com:
Pakistan sees software exports booming
.......ISLAMABAD : Pakistan said on Wednesday it would offer its neglected but nascent information technology sector a major boost, aiming to increase software exports to over $1 billion annually within the next five years. Science and Technology Minister Ata-ur-Rahman told Reuters in an interview the country's IT sector showed tremendous potential.
......."If we talk about software exports we are aiming to have about 40,000 software engineers developed in the next five years so that we can have a multibillion dollar export figure," Rahman said.
.......Pakistan's existing software exports are put at between $50 million to $100 million a year.
.......Military ruler General Pervez Musharraf, after seizing power in a bloodless coup in October 1999, hand-picked Rahman, a chemistry professor and a noted scientist, to spearhead his government's drive to boost the IT sector.
.......Since being hired in 1999, Rahman has turned around what he calls the "criminal neglect" of the sector to make a priority of the military government with the belief that it could be an engine of economic growth.
.......In the current financial year that ends on June 30 the budget for science and technology was raised to 4.8 billion rupees ($76 million) from a meagre 200 million rupees the previous year.
.......For the next year starting in July, Rahman hopes the budget for his area of responsibility would be again raised by up to 35 percent, most of it for the Information Technology sector and the rest for other scientific and research programmes.
......."But Information Technology is getting the highest priority because it is here we feel the maximum impact on the society will be," Rahman said, citing a long list of government achievements made in the last eight months.
......."There is a very dramatic growth taking place right now in the IT area in Pakistan," he said referring to 400 Pakistani cities, towns and villages which have been wired for the Internet in the last eight months, from a mere 20 before that.
......."This dramatic and unprecedented expansion of Internet, which is unparalleled in any country of the world, shows what we Pakistanis can do when we are determined," he said.
.......The membership at the country's private Pakistan Software Houses Association has risen to 150 from 110 in October 2000. "The new companies which have come in a short period of eight months is also unprecedented in the last 10 years," Rahman said.
.......Similarly, the number of medical transcription companies in Pakistan has risen to more than 100 from just a couple a year ago, and Rahman said legal transcription companies were also springing up as more and more manpower became available.
......."But this only a beginning. The key would be the development of Human Resources with the right quality and quantum if you want to go for a multibillion dollar export," Rahman said.
......."We have therefore given the highest priority to strengthening our computer science departments," he added.
.......Pakistan plans to set up seven Information Technology universities in the next five years, including one virtual university that should start courses in the Autumn of 2001.
.......I wish we had started doing this five to 10 years ago. But we have started doing it now and I hope that within the next three to four years we would have made very, very major advances in the field of Information Technology," Rahman said.-Reuters
.......Copyright 2001 Reuters (Published under arrangements with Reuters)
Kr
Jens
NetSol International Appointed Software Integrator for 9th South Asian
Federation Games
CALABASAS, Calif., May 31, 2001 (BUSINESS WIRE) -- NetSol International, Inc.
(NASDAQ: NTWK), today announced it has been appointed as the official software
integrator for the upcoming South Asian Federation (SAF) Games, which will be
held in Islamabad, Pakistan, from October 6 to October 15, 2001. NetSol is
providing its services as supervising project managers for the event.
The company will be responsible for monitoring the software development of the
various stages in the games. Once all the modules are developed NetSol will
ensure the standard for a seamless integration. In addition, NetSol will develop
applications for the automation of the accreditation, transportation and
accommodation functions for players and officials flying to Pakistan.
As a result of the software developed by NetSol, the SAF games secretariat and
management will be able to make immediate decisions using online information and
able to efficiently manage their resources.
SAF Games is a regional sporting event, similar to the Olympics. Athletes from
the seven member countries - Bangladesh, India, Nepal, Sri Lanka, Bhutan and
Maldives - compete in sports such as track and field events, rowing, table
tennis, and wrestling.
"It is indeed an honor for us to be associated with a prestigious event like the
SAF Games," said Salim Ghauri, President of NetSol. "Our efforts here will be
focused on providing the best possible integration solutions. The systems we
develop for the SAF Games will have the capability to serve in any large sports
event in the world. This opens the door for future games management
opportunities, including the 2003 Games in Sri Lanka. As such, NetSol is
enthusiastic about the added visibility through the display of our logo during
the telecasts and on signage that will reach all seven participating countries."
"We also congratulate the SAF Games, as their status has been raised to a
`mini-Olympics,' a symbol of the regional harmony among the participating
countries," added Ghauri.
Following the contract signing, the Chairman of the Games, Major General Syed
Arif Hassan made the following comments:
"By providing us online information about all aspects of the games, the system
will allow us to manage the games more efficiently. We will be able to monitor
and manage the participants' movement as well as their complete itinerary during
the SAF Games. By automating the Games Management System, NetSol will provide
the SAF Games secretariat the tools to better manage the event."
NetSol International Inc. is an ISO-9001 certified software developer in the
global information technology industry. With an international workforce of more
than 400 employees, NetSol specializes in software development, proprietary and
asset-based leasing and finance programs, IT consulting, and creation of
eBusiness and Web-based solutions for a growing list of blue-chip customers
worldwide. Clients include Daimler Chrysler Taiwan; Mercedes Benz Financing,
Australia; Mercedes Benz Leasing, Thailand; Volvo Finance, Australia; CFS Groups
U.K., St. George Bank, Australia; GMAC in Australia, and Debis Porfolio Systems,
U.K. For more information about NetSol and its subsidiaries, visit the company's
web site at www.netsol-intl.com.
Safe Harbor Statement
This release contains forward looking statements relating to the development of
the Company's products and services and future operation results, including
statements regarding the Company that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. The words "believe," "expect," "anticipate," "intend," variations of
such words, and similar expressions identify forward looking statements, but
their absence does not mean that the statement is not forward looking. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Factors that
could affect the Company's actual results include the progress and costs of the
development of products and services and the timing of the market acceptance of
those products and services. A more detailed description of certain factors that
could affect actual results include those factors discussed in the Company's
filings with the United States Securities and Exchange Commission, including its
annual report on Form 10-KSB and quarterly reports on Form 10-QSB. NetSol
International Inc. undertakes no obligation to update publicly any
forward-looking statements to reflect new information, events or circumstances
after the date of this release or to reflect the occurrences of unanticipated
events. Readers are cautioned not to put undue reliance on forward-looking
statements, which speak only as of the date of this release. The company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or for any
other reason.
CONTACT: Cramer-Krasselt
Amy Dolnick, 312/616-3823
adolnick@c-k.com
Kr
Jens
YOUR MANAGEMENT NOMINEES
BIOGRAPHICAL INFORMATION. We are providing you with information about our
nominees for election to our board, each of whom has consented to serve if
elected. The business address for our nominees is c/o 24025 Park Sorrento, Suite
220, Calabasas, CA 91302.
RICK POOLE has been our corporate controller since August 2000, and our
corporate secretary since November 2000. Mr. Poole joined NetSol International
from Stonefield Josephson, Inc., where he was a senior manager in the firm's
audit and attest services division. He was responsible for the delivery of audit
and consulting services to a variety of clients in the IT, manufacturing and
professional services industries. Mr. Poole is responsible for all aspects of
our audit and tax filings, implementing and overseeing financial controls, and
compliance of all regulatory filings and requirements in coordination with our
CFO. Mr. Poole has a B.S. from California State University at Fullerton, and is
a licensed Certified Public Accountant, Certified Fraud Examiner and a member of
the American Institute of Certified Public Accountants.
FRED FIRTH has been the chief executive of Abraxas Software (now
NetSol-Abraxas) for over 20 years. Presently, Mr. Firth specializes in the sales
and marketing areas of the business. Mr. Firth's knowledge of the automotive
sales, finance and insurance industry is considerable. He designed the world's
first finance and insurance computer systems for automotive dealerships and has
led the drive towards standardization of the systems used by financiers and
insurers within Australia and New Zealand. Most of the finance software systems
used in the U.K today have been built around Mr. Firth's original designs for
the Rover Car Company's finance arm Rover Finance. Before joining Abraxas
Software, Mr. Firth held a technical sales and training position with Olivetti
U.K. and Australia.
EUGEN BECKERT is the director of Daimler-Chrysler Financial Services and
senior representative of Mercedes-Benz Finance Co. Ltd. Japan, this year having
joined Financial Services Asia/Pacific in a special effort regarding the
strategic alignment of future business in Japan. Mr. Beckert has worked with
Mercedes-Benz, Daimler-Benz, and Daimler-Chrysler for nearly 20 years. He has
been instrumental in developing major innovations in the IT of Mercedes-Benz
assembly plants, including implementation of a global IT template. He served on
the project team responsible for restructuring the headquarters of Daimler-Benz
AG in Stuttgart, Germany, and he also set up global IT strategies and
organizations for the newly formed Debis Financial Services and Financial
Services Asia/ Pacific. By 1995, Mr. Beckert was responsible for control of IT
Management in over 50 companies in over 20 countries. Mr. Beckert holds a
diploma in economics and engineering from the University of Karlsruhe, Germany.
JAMES L. ARRINGTON is the former deputy commissioner of the General Services
Administration (GSA). He directed GSA's $5 billion annual government-wide IT
contracting programs, and, during his tenure, Jim initiated the Multiple Awards
Schedule improvement project. Jim has an extensive technical background, having
served as chief of systems at GSA and managing the twelve regional data centers.
He has also served as the deputy assistant commissioner, assistant commissioner
and director of procurement services. Jim is a graduate of Howard University,
and has completed extensive graduate work at the George Washington University
and the United States Graduate School.
-------------------------------
Did search the net for issues - Nothing incriminating found.
Kr
Jens
YOUR BOARD RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL NO. 1 TO INCREASE THE
SIZE OF OUR BOARD AND VOTE "FOR" THE BOARD'S NOMINEES IN PROPOSAL NO. 2 AND
"FOR" THE BOARD'S PROPOSALS NO. 3 AND NO. 4 WITH RESPECT TO AMENDING AND
RESTATING OUR ARTICLES OF INCORPORATION AND BYLAWS BY SIGNING AND RETURNING A
WHITE PROXY AND CONSENT CARD.
YOUR BOARD ALSO URGES YOU NOT TO SIGN ANY BLUE PROXY OR CONSENT CARD OR ANY
OTHER FORMS WHICH MAY BE SENT TO YOU BY THE SHAREHOLDER GROUP.
Even if you previously signed and returned a BLUE proxy or consent card, you
have every right to revoke your proxy or written consent. We urge you to sign,
date and mail the enclosed WHITE proxy and consent card in the postage-paid
envelope provided.
WHY YOUR BOARD THINKS YOU SHOULD NOT SUBMIT A BLUE PROXY OR CONSENT CARD
Your board of directors believes that their own sizable investment in our
common stock would be in jeopardy if NetSol Shareholders Group, LLC was
successful in its attempt to take control of your company.
1. THE GROUP HAS NO SIGNIFICANT EXPERIENCE WITH PAKISTANI CULTURE. The
majority of our software development takes place in Pakistan. The group has
proposed to take control of our board, and has indicated to us that it wishes to
replace our current management team. Without the ability to effectively manage
cross-culturally, our software development team in Lahore would likely fall
apart. Cultural differences between the United States and Pakistan require
individuals who have working relationships in Pakistan, who are able to hire and
retain the strongest employees, and who have a deep understanding of Pakistani
culture. We have a track record of low cost software development with our
Pakistani team. Can you see a group led by a 44 year old Wall Street investment
banker successfully managing a team of Pakistani engineers?
2. THE GROUP'S INTERESTS ARE NOT ALIGNED WITH YOUR INTERESTS NEARLY AS WELL
AS YOUR CURRENT BOARD'S INTERESTS ARE. As of April 27, 2001, the group reported
in its Schedule 13D that it beneficially owned
11
<PAGE>
26.0% of our common stock and your board and its management team beneficially
owned over 41.4% of our common stock. Much of your board's personal net worth is
tied up in your company. Would you rather be an owner of just another portfolio
company that happens to be in the software business of a Netherland
Antilles/Cayman Island based private equity fund or part of a company where
management had its personal future at stake?
3. THE GROUP'S OPERATING STRATEGY FOR YOUR COMPANY IS UNKNOWN. The group's
filings reveal a number of links with a company called Netgateway, Inc. As we
said, the group has two Wall Street financiers who, from an examination of their
biographies in the group's proxy statement, are without operating experience.
The group also includes the chief executive officer of Netgateway as a member.
On January 10, 2001, Netgateway was dropped from the Nasdaq Small Cap market to
the over-the-counter bulletin board while your board took our company from the
over-the-counter bulletin board to the Nasdaq Small Cap market. The group has
not come out and said if they have any specific plans to combine Netgateway with
us, but this is a strong possibility, given the fact that, according to its
public filings, the group and Netgateway entered into mutual, irrevocable stock
option agreements, and two Netgateway directors are included as the group's
board nominees. Do you know anything about Netgateway?
4. THE GROUP WILL STICK YOU WITH THE COST OF ITS TAKEOVER. The group has
indicated that if it is successful, we will pay them approximately $250,000 for
their troubles. If the first thing they will do with our money is pay
themselves, what will be the second thing that they do?
5. THE GROUP HAS NOT SHOWN ITSELF TO BE THOROUGH. The group initially
filed a proxy statement seeking to replace our entire board of directors. Nevada
law requires a vote of two-thirds of the outstanding shares entitled to vote to
remove an entire board of directors. Your board owned, as of April 30, 2001,
41.4% of our outstanding common stock. Accordingly, there was no mathematically
possible way for the group's proposal to be approved. It appears the group did
not carefully research this question before they filed a proxy statement with
the Securities and Exchange Commission. If they are this careless, what kind of
stewards would they be of your investment in our common stock?
6. THE GROUP IS PROPOSING A BOARD SIZE THAT IS TOO LARGE TO BE
EFFECTIVE. Most likely because the group recognized its error under Nevada law,
the group is proposing to increase the board size to fifteen individuals. Under
applicable corporate law, a company is to be managed under the direction of its
board. It is difficult to imagine how a group of fifteen individuals will be
able to assemble a quorum of its members, debate corporate strategy and make
decisions effectively. Do you think we need a board bigger than that of many of
the largest publicly traded companies?
BACKGROUND INFORMATION ON THE ELECTION OF OUR DIRECTORS
Our bylaws authorize eight directors, and state that our stockholders will
elect our directors at each annual meeting. Your board is currently comprised of
eight members. Our directors are currently elected to serve for a one-year term
or until their successors have been duly elected and qualified. If any directors
are elected at our special meeting, they would serve until our next annual
meeting of stockholders, or until their successors have been duly elected and
qualified.
If a quorum is present at the special meeting and if the group's proposal to
amend our bylaws is successful, the fifteen nominees receiving the highest
number of affirmative votes of the shares present in person or represented by
proxy and entitled to vote for them will be elected as directors. Only votes
cast for a nominee will be counted, and the accompanying WHITE proxy and consent
will be voted "FOR" all of your board's nominees in the absence of instruction
to the contrary. Abstentions, broker nonvotes and instructions on the
accompanying WHITE proxy to withhold authority to vote for one or more nominees
will result in all the nominees receiving fewer votes. However, the number of
votes otherwise received by the nominee will not be reduced by that action.
There is actually one more mention of Leverage Consulting on the net now - They became a customer of NetSol (page 10 in the proxy)
READ the PROXY
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1039280&Directory=912057&Year=01&SEC...
Kr
Jens
Charlie, thanks for clarifying - yet the initial understanding probably the understanding most of the ones hearing from Sandra/Steven has AND it really doesn't matter who of them called you IMO.
It is very much a question of understanding the difference in ways between NTWK LLC and The NetSol company - NetSol is working to become something else than what NTWK LLC is looking for.
To be proud about ones investment - having it clean from odd types IMO is a target.
Looking at some of the new leaked information - the one talking about Cary Burch recommending Leverage Consulting hangs him out to dry IMO.
On January 24.2001 - Cary proposed Leverage Consulting, Inc. / Thomas Huffman as a candidate.
For some reason nothing happened !?
What was the substance there:
They have an office lease - correct as per June, 1. 2000:
http://www.google.com/search?q=cache:zBwu6kgyurQ:www.nctimes.com/news/060100/nnnn.html+%22Leverage+C....
Thats all to be found about Leverage Consulting, Inc. on google.
Tom Huffman:
August, 23.1999
http://www.google.com/search?q=cache:zI2bkiWkJXk:www.sybase.dk/aktuelt/emap.htm+%22Tom+Huffman%22+co....
April, 20. 2000: Http://www.google.com/search?q=cache:_gehriYeRUs:www.nctimes.com/news/042000/k.html+%22Tom+Huffman%2....
October, 30.2000: http://www.google.com/search?q=cache:-cNu9skz6_s:www.dorado.com/news/releases/2000103001.html+%22Tom....
April, 24. 2001:
http://www.google.com/search?q=cache:7GGiDhJ-6Y0:biz.yahoo.com/prnews/010425/law006.html+%22Thomas+H....
The company in state records:
California:
http://kepler.ss.ca.gov/corpdata/ShowAllList?QueryCorpNumber=C2048256
Oregon:
http://sos-venus.sos.state.or.us:8080/beri_prod/pkg_web_name_srch_inq.show_detail?p_be_rsn=378468
---------------------
So this employed IT-Boss have/had a e-commerce-devewlopment-company (with no Internet presence) for sale at 2-3 times the revenue. ????????
But of course Cary Burch know him, that should bounce for the quality - OR ???
Kr
Jens
NetSol International Nominates Top Executive from Daimler-Chrysler
Singapore to Board Position and Files Proxy Statement
CALABASAS, Calif., May 29, 2001 (BUSINESS WIRE) -- NetSol International, Inc.
(NASDAQ: NTWK, www.netsol-intl.com) has announced the nomination of Eugen
Beckert, Senior Representative of DaimlerChrysler Services and Chief Information
Officer (CIO) in Asia, to the Company's Board of Directors. Beckert has been
instrumental in DaimlerChrysler's development of global technology in the Far
East.
Separately, the Company filed on May 25 amended preliminary proxy materials with
the SEC in connection with the special meeting to be held in response to Net Sol
Shareholder Group LLC's proxy solicitation.
"We are very pleased to add Eugen Beckert's name to our slate of board
candidates," said Najeeb Ghauri, NetSol's chief executive officer. "His
knowledge and background in global technology will be a tremendous asset for
NetSol, since he will truly understand how to execute NetSol's business model."
Beckert has a longtime association with NetSol, which counts among its clients
Daimler-Chrysler offices in Singapore, Australia and Taiwan.
Beckert, a native of Germany, has been with Mercedes Benz AG/Daimler-Benz AG
since 1973, working in technology and systems development. In 1992 he was
appointed Director of Global IT (CIO) for Debis Financial Services, the services
division of Daimler-Benz. In 1996 he was appointed Director of Processes and
Systems (CIO) for Financial Services Asia/Pacific. His office is based in Tokyo.
NetSol's board of directors will be soliciting proxies in opposition to the
proposals of the NetSol Shareholders Group LLC. The board of directors'
interests in the Company are disclosed in the preliminary proxy statement and
other documents filed with the SEC and available free of charge at the SEC's web
site www.sec.gov. The Company urges its stockholders to read the entire proxy
statement when it becomes available, because it contains important information.
Once finalized, additional copies of the Company's definitive proxy statement
will be available free of charge from MacKenzie Partners, Inc. at (800) 322-2885
or proxy@mackenziepartners.com.
NetSol International Inc. is an ISO-9001 certified software developer in the
global information technology industry. With an international workforce of more
than 400 employees, NetSol specializes in software development, proprietary and
asset-based leasing and finance programs, IT consulting, and creation of
eBusiness and Web-based solutions for a growing list of blue-chip customers
worldwide. Clients include Daimler Chrysler Taiwan; Mercedes Benz Financing,
Australia; Mercedes Benz Leasing, Thailand; CFS Groups U.K., St. George Bank,
Australia; GMAC in Australia, and Debis Porfolio Systems, U.K. For more
information about NetSol and its subsidiaries, visit the company's web site at
www.netsol-intl.com.
Safe Harbor Statement
This release contains forward looking statements relating to the development of
the Company's products and services and future operation results, including
statements regarding the Company that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. The words "believe," "expect," "anticipate," "intend," variations of
such words, and similar expressions identify forward looking statements, but
their absence does not mean that the statement is not forward looking. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Factors that
could affect the Company's actual results include the progress and costs of the
development of products and services and the timing of the market acceptance of
those products and services. A more detailed description of certain factors that
could affect actual results include those factors discussed in the Company's
filings with the United States Securities and Exchange Commission, including its
annual report on Form 10-KSB and quarterly reports on Form 10-QSB. NetSol
International Inc. undertakes no obligation to update publicly any
forward-looking statements to reflect new information, events or circumstances
after the date of this release or to reflect the occurrences of unanticipated
events. Readers are cautioned not to put undue reliance on forward-looking
statements, which speak only as of the date of this release. The company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or for any
other reason.
CONTACT: Cramer-Krasselt
Amy Dolnick, 312/616-3823
adolnick@c-k.com
Kr
Jens
A Cowler to drop his case for an out of court settlement (in favour of netsol) Netsol to win a major victory - they have a star witness who would have blown A Cowler case out of the water.
http://messages.yahoo.com/bbs?.mm=FN&action=m&board=1600540471&tid=ntwk&sid=16005404...
Kr
Jens
uhm.. Would be nice if there had been an 8-K filing supporting what you say S&E - All I know is this:
Got this from one NTWK investor in e-mail:
I got a call from my contact from the company last Thursday - this Stephen Cello guy - and they want my support for NTWK LLC.
I asked - Who is this Stephen Cello, and got this:
This is the info regarding Stephen Cella and where he works.
Company: Phillip Louis Trading, Inc.
One Independence Plaza
280 Highway 35, Suite 220
Red Bank, NJ, 07701
Co-worker is Sandra Foglia (the person I usually talk with)
sfoglia@my.comcast.com
(732)212-9010
I'm not exactly sure what Stephen and Sandra's job titles are. They just
tell me they are involved in protecting the investors interests in NTWK. (*1)
They have regular personal communication with the Ghauri brothers and I
get a feeling Stephen is somehow partially employed by either NTWK or the
Ghauris to promote the company and handle investor communications. I
connected with them when I kept bugging Amy Dolnick to get information on
the $2 million deal with Deephaven back in February. I even wrote the SEC
to get information and then I get this call from Stephen Cella telling me
to talk with him regarding my quesstions and to leave Amy and the Ghauri
brothers alone. Stephen was definite that he would take care of this
stuff so that the Ghauris and Amy Dolnick could do their work without
being constantly interrupted by investors like me.(*2)
---------------------------------------------------------------------------------------------
This sounds to me as if Stephen Cella is misleading investors - making the investors believe they work for NTWK !!
*1 explain your point of view - BUT - *2 In the current situation is quite another story - Can you agree to that S&E ?
And it was Steve, not Sandra soliciting for proxies.
At the same time, in my book, Steve has grouped himself with the bad boys in this whole gig.
----
Was it indeed the Ghauri's running the company to the ground, or was it the advisors they relied on ?
The recent revelation from whodonit11 on RB, tells a story of management changing their attitude towards the environment. They had a retreat (A place affording peace, quiet, privacy, or security) meeting back in the end of 2000 - planning how to proceed.
What can be read out of that ? IMO - That previously they have relied on someone else regarding M&A - That there are some they only trust to the teeth now - That there is a decision that the management takes control over M&A's.
Following is speculation: May be there's even a decission that they will go after the previous advisors in legal action - Is that what this is all about ? - Is that why a minority group of odd shareholders want to take control ? - Will the shareholders who support to the NTWK LLC be lured to be a part in hiding what really happened there around those failed mergers ?
---------------
These are FACTS:
Who was the first to tell the world about the Supernet merger ?
http://www.thestreet.com/_yahoo/int/euromarkets/931915.html
Who was telling everybody on RB that institutions were buying NTWK when it was an OTC issue ?
http://ragingbull.lycos.com/mboard/boards.cgi?board=NTWK&read=555
http://www.thestreet.com/_yahoo/comment/taskmaster/952302.html
Who advised to look for Thomson I-watch, where odd (false) buy signals were placed during that time.?
Making BW look as if it was an institutional buyer.
Who told their investors they would not accumulate more that 10% in one entity ?
Who had to pay 1+MM$ to NTWK because of lack of trading knowledge ?
Now, who are the "competent" party giving advice about who are the right ones to run NTWK ?
----------------
True that the Ghauri's signed acquisitions that should not have been signed - But I'd place the basic responsibility with the advisors.
BTW we believe that the acquisition of Abraxas (NetSol AU) was done by the brothers themselves. For some reason that one is doing fine!! - Food for thought eh ?
Kr
Jens
Seems that individual investors are being mislead here, as Stephen Cella and Sandra Foglia both at Phillip Louis Trading, for some time has been accepted helping out as IR's to NTWK (NetSol the company), and now has been calling for consent/support for NTWK LLC (the hostile take over group.).
On top they have been doing that illegally, as I understand, it is illegal to solicit for Proxy vote prior to the definitive proxy filing.
The positive about it all is that Netsol management are learning a lot about who is loyal partners due to this whole take-over-gig.
Kr
Jens
Kr
Jens
It is mentioned in the prelim-proxy that Robert and Susan Harman withdrew from the group.
The Ostrich guy from Belgium, Verresen, seem to have bought all his 14,000 shares since Oct.2000. So I guess he is also a BW investor.
They did not write about when Vogel bought/got his chunk of appx 4%.
-------------
Wonder if there will be any other changes before the meeting.
Amazing that Cary Burch is still a Director in NTWK! - And that the group expect him to vote their ways.
My very first action after the first PR of the "WTOB" would have been to kick him out. - Apparently the WTOB group also expected that as they mentioned him as their man on the board back then.
Kr
Jens
From the preliminary revised proxy statement: What does this mean ? and why?:
------------------
Certain Group Members have entered into a Stock Option Agreement with
Netgateway, 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.
------------------
Kr
Jens
Martin & Burch - Grand Prix Sports Inc.
http://www.google.com/search?q=cache:f6a307c3d71ceefa:biz.yahoo.com/e/010405/ddrs.html+%22Corvus+Bus...
April 05, 2001
GRAND PRIX SPORTS INC (DDRS)
form 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In respect of the acquisition of 40% of Nordic and of the amendments to the License Agreement, see Item 1. Changes in Control of Registrant, above.
Following the effectiveness of the transactions contemplated by the Exchange Agreement, the Registrant's directors and executive officers are:
Name Age Title
---- --- -----
Harrysen Mittler 48 Chairman of the Board, President,
Chief Executive Officer, and
Chief Financial Officer
Greg Martin 45 Secretary
Cary Burch 38 Director
Randolf W. Katz 47 Director
Harrysen Mittler has served as our Chairman of the Board, President, and Secretary since March 9, 2001. From 1995 through Autumn of 1999, Mr. Mittler served as Director, President and Chief Financial Officer of Wordcraft Systems, Inc., a publicly traded software company. In addition to his tenure at Wordcraft, during the preceding five years, Mr. Mittler has also served as a business consultant to a variety of private enterprises.
Cary Burch has served as a member of our Board of Directors since March 9, 2001. Since 1998, Mr. Burch has served as President of First American CreditNet, as Senior Vice-President and Chief Information Officer of First American CredCo, and as a member of the Board of Directors of their corporate parent, The First American Corporation. Since November of 1999, he has also served as a Director of NetSol International. From 1993 through 1998, Mr. Burch was Senior Vice-President and Chief Information Officer of Advanta Mortgage Corp.
Greg Martin has served as our Secretary since March, 2001. During the preceding five years, Mr. Martin, through Corvus Business Development Services, Inc., has served as a business consultant to a variety of domestic and international private enterprises, focusing on corporate finance and mergers and acquisitions activities. In addition, during that period, he served as the Mergers and Acquisitions Advisor, Vice-President of Emerge Corporation, from January of 1999 through January of 2001; as the Mergers and Acquisitions Intermediary of Spectrum Business Resources, Inc., from February of 1998 to the present; and as an executive officer, in a variety of capacities, and as a Director of Ice Holdings, Inc., from 1996 to August of 1997.
Randolf W. Katz has served as a member of our board of directors since March 9, 2001. Mr. Katz is an attorney licensed to practice in the State of California. Since January 1, 2000, he has been a partner with Bryan Cave LLP, counsel to the Registrant. During more than the preceding five years, he was a partner of Arter & Hadden, LLP.
Kr
Jens
Slowandeasy - oops - Cary Burch !?!
From the amended proxy:
----------
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.
------------------------
??????????????????????????????????????????????
WHAT A JOKE ??????????????????????????????????
??????????????????????????????????????????????
Kr
Jens
So Vogel is out - Cary Burch is out - Shelly still there.
For the new ones - Merging, Staffing, "?" and Ostrich know-how.
The 2 first may be of help - But when even GURU-Whodonit say BW will not succeed then ....
Kr
Jens