CALABASAS, Calif., Aug. 15, 2003 (PRIMEZONE) -- NetSol Technologies, Inc. (Nasdaq:NTWKC), a developer of proprietary software applications, today announced that it will proceed with a 1 -- for -- 5 reverse stock split of all issued and outstanding shares of its common stock. The reverse stock split will result in a capital structure that meets the minimum bid requirements of the Nasdaq SmallCap Market. Additionally, the move is expected to ensure the Company's shares are priced at a level that is more consistent with the expectations of the investment community and better positions the Company in its plans for future growth.
The reverse stock split will become effective at 12:01 A.M. August 18, 2003 and in accordance with Nasdaq Marketplace regulations, the stock symbol will change to NTWKCD. It is expected that the "C" will be removed by Nasdaq once the Company's minimum bid price is in compliance with Nasdaq Marketplace Rule 4310(c)(4). The "D" will remain appended to the company's stock symbol twenty days following the effective date of the reverse split alerting the trading community of the reverse split. After that period, trading will resume under the Company's original symbol, NTWK.
"As of the record date of June 30, 2003, there were 28.7 million shares of common stock issued and outstanding," commented NetSol Chairman Najeeb U. Ghauri. "In response to our Board's request for shareholder approval of a reverse stock split enabling the Company to maintain its Nasdaq SmallCap Market listing, we have received notification by our transfer agent, American Stock and Transfer, that out of 28.7 million shares, 24.2 million shares have been voted in favor of the reverse split, an 84 percent approval. The Company will continue to hold the Special Meeting of Shareholders on August 15, 2003.
"As founders of the Company, Naeem Ghauri, Salim Ghauri, and I hold approximately 30 percent of the shares issued and outstanding and over the past three years have not sold a single share of NTWK," continued Ghauri. "We want to thank our shareholders for their vote of approval and continued confidence in NetSol. We strongly believe that maintaining our Nasdaq SmallCap Market listing is in the best interest of all shareholders as it provides greater share liquidity by the way of potentially higher trading volumes, lower bid-ask spreads, and a higher number of market makers."
The reverse stock split affects all the Company's common shares, stock options and warrants outstanding immediately prior to the effective date of the reverse stock split. The reverse split calls for no fractional shares to be issued.
As a result of the reverse stock split, NetSol Technologies, Inc. stockholders will receive one new share of NetSol common stock in exchange for every five shares currently held. Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Stockholders of record who hold share certificates will receive a letter of transmittal from the Company's transfer agent, American Stock Transfer and Trust Company ("AST"), requesting that shareholders surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares as a result of the reverse stock split. AST will act as the exchange agent for purposes of implementing the exchange of stock certificates.
About NetSol Technologies, Inc.
NetSol Technologies is a leading end-to-end solution provider for the lease and finance industry. Headquartered in Calabasas, CA, NetSol Technologies, Inc. operates on a global basis with locations in the U.S., Europe, East Asia and Asia Pacific. NetSol helps its clients identify, evaluate and implement technology solutions to meet their most critical business challenges and maximize their bottom line. By utilizing its worldwide resources, NetSol has been delivering high quality, cost-effective IT services ranging from consulting and application-development to systems integration and outsourcing for years. Their commitment to quality is demonstrated by achieving both ISO 9001 and SEI (Software Engineering Institute) CMM (Capability Maturity Model) Level 3 assessment. For additional information, please visit www.netsoltek.com.
Securities Exchange Act of 1934
This release is comprised of inter-related information that must be interpreted in the context of all the information provided; accordingly, care should be exercised not to consider portions of this release out of context. This release is provided in compliance with Commission Regulation FD and contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumption or future events or performance, are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties, which could cause actual results or events to differ materially from those presently anticipated. Forward looking statements in this action may be identified through the use of words such as "expects," "will," "anticipates," "estimates," "believes," or statements indicating certain actions "may," "could," or "might" occur. Such statements reflect the current views of NetSol Technologies with respect to future events and are subject to certain assumptions, including those described in this release. Should one or more of the underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed or expected. NetSol Technologies does not intend to update these forward-looking statements prior to announcement of quarterly or annual results.