UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14A
(Rule 14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. __)
Filed
by the Registrant þ
Filed
by a Party other than the Registrant o
Check
the appropriate box:
|
o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only
|
|
o
|
Definitive
Proxy Statement
|
|
(as
permitted by Rule 14a-6(e)(2))
|
|
þ
|
Definitive
Additional Materials
|
|
|
|
o
|
Soliciting
Material Under Rule 14a-12
|
|
|
NetSol
Technologies, Inc.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| þ |
No
fee required.
|
| o |
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:
|
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
|
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):
|
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
|
5)
|
Total
fee paid:
|
| o |
Fee
paid previously with preliminary
materials:
|
| o |
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:
|
April
22,
2008
Dear
Fellow Shareholder,
The
upcoming annual meeting of NetSol Technologies, Inc., scheduled to be held
on
May 2, 2008 is quickly approaching. Your vote is extremely important, regardless
of the number of shares of NetSol Technologies, Inc. common stock that you
own.
Your
Boards of Directors have unanimously recommend that you vote “FOR” the nominees
for Directors, “FOR” the ratification of the appointment of the accounting firm,
“FOR” the amendment of our articles of incorporation to increase the number of
authorized shares of capital stock and “FOR” approval of the NetSol
Technologies, Inc. 2008 Equity Incentive Plan.
Your
board
unanimously recommends a vote “FOR” the amendment of our articles of
incorporation to increase the number of authorized shares of capital stock
from
50,000,000 to 100,000,000 shares (Proposal 3)
for the
following reasons, as more clearly outlined in the proxy statement that you
have
received:
●
Provides necessary flexibility in our corporate planning in responding to
developments in our business, including possible financing and acquisition
transactions, common stock splits or dividends and for other general corporate
purposes
●
No
current plan to issue additional shares, but it is important for management
to
have additional capital stock available in order to address new initiatives
without undue delay or cost
Your
board
unanimously recommends a vote “FOR” approval of the NetSol Technologies, Inc.
2008 Equity Incentive Plan (Proposal 4) for
the
following reasons, as more clearly outlined in the proxy statement that you
have
received:
●
Provides
us with flexibility to motivate, attract, and retain the services of employees
upon whom our success depends and to provide them with an equity interest in
our
Company in order to motivate superior performance
●
Aligns
executives’ interests with those of the stockholders by rewarding performance at
or above established goals, with the ultimate objective of increasing
stockholder value
●
Maximum
number of shares (1,000,000 shares) to be issued under the plan represents
less
than 4% of the current shares outstanding
Please
note that if you do not vote on Proposal 3 or Proposal 4, it has the same effect
as a vote “against” these proposals. We urge you to vote “FOR” all proposals at
your earliest convenience.
If
you
have any questions or need assistance voting your shares, please call D.F.
King
& Co., Inc. toll free at (800)
578-5378. Thank you for your continued support.
Kind
Regards,
Najeeb
Ghauri
Chief
Executive Officer
NetSol
Technologies, Inc.
Your
Vote Is Very Important!
You
Can Vote by Mailing Your Proxy Card
or
You
Can Vote by Internet or Telephone
|
ü
Vote
by Internet
|
ü
Vote
by Telephone
|
|
 Follow
these four easy steps to vote online:
|
 Follow
these four easy steps to vote via telephone:
|
|
|
1.
Read the accompanying proxy material and proxy card.
2.
Go to the voting website www.proxyvote.com
3.
Enter the 12-digit control number listed on your proxy card.
4.
Follow the instructions provided to vote.
|
1.
Read the accompanying proxy material and proxy card.
2.
Please call toll-free 1-800-454-8683.
3.
When prompted, enter the 12-digit control number listed on your proxy
card.
4.
Follow the instructions provided to
vote.
|