AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 11,
2007
REGISTRATION
NO. 333-______
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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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NETSOL
TECHNOLOGIES, INC.
(Name
of
small business issuer in its charter)
Nevada
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2834
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95-4627685
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(State
or Other Jurisdiction
|
(Primary
Standard
|
(IRS
Employer
|
of
Incorporation
|
Industrial
Classification "SIC"
|
Identification
Number)
|
or
Organization)
|
Code
Number)
|
|
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23901
Calabasas Road, Suite 2072
Calabasas,
CA 91302
Phone:
(818) 222-9195
Fax:
(818) 222-9197
(Address
including the zip code & telephone number including area code,
of
registrant's
principal executive office)
NETSOL
TECHNOLOGIES, INC. 2003 INCENTIVE STOCK OPTION PLAN
NETSOL
TECHNOLOGIES, INC. 2005 INCENTIVE STOCK OPTION PLAN
NAJEEB
GHAURI
CHIEF
EXECUTIVE OFFICER
NETSOL
TECHNOLOGIES, INC.
23901
Calabasas Road, Suite 2072
Calabasas,
CA 91302
Phone:
(818) 222-9195
Fax:
(818) 222-9197
(Name,
address, including zip code, and telephone number, including area
code,
of
agent
for service)
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COPIES
TO:
PATTI
L.
W. MCGLASSON
GENERAL
CORPORATE COUNSEL AND SECRETARY
NETSOL
TECHNOLOGIES, INC.
23901
Calabasas Road, Suite 2072
Calabasas,
CA 91302
Phone:
(818) 222-9195
Fax:
(818) 222-9197
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CALCULATION
OF REGISTRATION FEE
Title
of Securities
to
be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price Per
Share(2)
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee(2)
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2003
Stock Option and Incentive Plan
Common
Stock, par value $0.001 per share
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5,000,000
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$1.70
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$8,500,000
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|
$993.49
|
|
2005
Stock Option and Incentive Plan
Common
Stock, par value $0.001 per Share
|
|
5,000,000
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|
$1.70
|
|
$8,500,000
|
|
993.49
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
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10,000,000
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|
|
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$17,000,000
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$1986.98
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement includes shares issuable upon any
stock
split, stock dividend or similar transaction effected without the
registrant’s receipt of consideration with respect to the shares covered
hereby are also being registered
hereunder.
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(2) |
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) and 457(h) under the Securities
Act.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement on Form S-8 in accordance with
Rule
424 and 428 of the Securities Act and the Note in the Instructions to Part
I of
Form S-8. The documents specified in this Part I will be sent or given to
employees as specified by rule 428(b)(1).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents By Reference
The
following documents which have been filed by the Registrant with the Securities
and Exchange Commission, pursuant to the Securities Exchange Act of 1934, as
amended, are incorporated by reference in this registration statement as of
their respective dates:
(a)
The Registrant’s Annual Report on Form 10-KSB for the year ended June 30,
2006.
(b)
The Registrant’s Quarterly Reports on Form 10-QSB for the quarterly period ended
September 30, 2006 and, December 31, 2006.
(c)
The Registrant’s Current Reports on Form 8-K filed on March 14, 2007, February
13, 2007, February 5, 2007 and January 3, 2007
All
documents filed or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities described herein have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
thereof from the date of filing of such documents with the SEC. Any statement
in
a document incorporated by reference herein shall be deemed to be modified
or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this
registration statement.
Item
4. Description
of Securities
Not
Applicable.
Item
5. Interests
of Named Experts and Counsel
The
audited financial statements for our company for the fiscal years June 30,
2006
and June 30, 2005 which are incorporated by reference into this prospectus
are
reliant on the reports of Kabani & Company, Inc., independent certified
public accountants, as stated in their reports therein, upon the authority
of
that firm as experts in auditing and accounting The audited financial statements
for our company as of the fiscal years ended June 30, 2006 and June 30, 2005
also included in this prospectus are also reliant on the reports of Saeed Kamran
Patel & Co., Chartered accountants, as stated in their reports therein, upon
the authority of that firm as experts in auditing and accounting.
The
audited financials statements of McCue Systems Inc. as of the years ended
December 31, 2005 and 2004 which are incorporated by reference in this
prospectus are reliant on the reports of Kabani & Company, as stated in
their reports therein, upon the authority of that firms as experts in auditing
and accounting.
Patti
L.
W. McGlasson, Esq., general counsel for our Company, has passed on the validity
of the securities being offered hereby.
Kabani
& Company, Inc. was not hired on a contingent basis, nor will it receive a
direct of indirect interest in the business of the issuer. Neither Kabani &
Company, Inc. nor its principals are, or will be, a promoter, underwriter,
voting trustee, director, officer or employee of NetSol. Saeed Kamran Patel
& Co, was not hired on a contingent basis, nor will it receive a director or
indirect interest in the business of the issuer. Neither Saeed Kamran Patel
& Co, nor its principals are, or will be, a promoter, underwriter, voting
trustee, director, or officer of employee of NetSol. CMB Partnership was not
hired on a contingent basis by CQ, nor will it receive a direct or indirect
interest in the business of issuer. Neither CMB Partnership nor its principals
are, or will be, a promoter, underwriter, voting trustee, director, officer
or
employee of NetSol. Patti L. W. McGlasson is an officer and employee of NetSol.
She has received, as part of her compensation with NetSol, options to purchase
and grants of shares of common stock. As of April 7, 2006, Ms. McGlasson is
the
holder of 25,000 shares of common stock of NetSol and options to purchase 5,000
shares at the exercise price of $3.00 per share; 20,000 shares at the exercise
price of $2.65; and 30,000 shares at the exercise price of $5.00 per share.
These options expire in March 2009. Ms. McGlasson was also granted options
to
purchase 20,000 shares at the exercise price of $2.25; 20,000 shares at the
exercise price of $1.65. These options will expire on May 1, 2016. Ms. McGlasson
is not nor is it intended that she will be a promoter, underwriter, voting
trustee or, director of NetSol.
Item
6. Indemnification
of Directors and Officers
We
are
required by our Bylaws and Certificate of Incorporation to indemnify, to the
fullest extent permitted by law, each person that we are permitted to indemnify.
Our Bylaws it to indemnify such parties to the fullest extent permitted by
Nevada law.
Nevada
corporation law permits us to indemnify our directors, officers, employees,
or
agents against expenses, including attorneys fees, judgments, fines and amounts
paid in settlements actually and reasonably incurred in relation to any action,
suit, or proceeding brought by third parties because they are or were directors,
officers, employees, or agents of the corporation. In order to be eligible
for
such indemnification, however, our directors, officers, employees, or agents
must have acted in good faith and in a manner they reasonably believed to be
in,
or not opposed to, our best interests. In addition, with respect to any criminal
action or proceeding, the officer, director, employee, or agent must have had
no
reason to believe that the conduct in question was unlawful.
In
derivative actions, we may only indemnify our officers, directors, employees,
and agents against expenses actually and reasonably incurred in connection
with
the defense or settlement of a suit, and only if they acted in good faith and
in
a manner they reasonably believed to be in, or not opposed to, our best
interests. Indemnification is not permitted in the event that the director,
officer, employee, or agent is actually adjudged liable to the corporation
unless, and only to the extent that, the court in which the action was brought
so determines.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
“Act”) may be permitted to our controlling directors, officers, or persons
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is therefore
unenforceable.
Item
7. Exemption
From Registration Claimed
Not
Applicable.
Item
8. Exhibits
4.1
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Instruments
Defining Rights of Shareholders. Reference is made to Registrant’s
Registration Statement on Form 8-A, as amended, and the exhibits
thereto, which are incorporated herein by reference pursuant to Item
3(d)
of this Registration Statement.
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5.1
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Opinion
of Patti L. W. McGlasson, Esq.
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23.1
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Consent
of Kabani & Company with respect to the financial statements of the
Registrant.
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23.2
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Consent
of Saeed Kamran & Patel
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23.3
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Consent
of Kabani & Company with respect to the financial statements of McCue
Systems, Inc.
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99.1(1)
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2003
Employee Stock Option Plan
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99.2
(2)
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2005 Employee
Stock
Option Plan |
(1) |
Previously
filed as an exhibit to the Registrant’s Definitive Proxy Statement filed
February 6, 2004, and incorporated herein by
reference.
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(2) |
Previously
filed as an exhibit to the Registrant’s Definitive Proxy Statement filed
March 3, 2006 and incorporate herein by
reference.
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Item
9. Required
Undertakings
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price
set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
(iii)
To include any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided,
however,
that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are
incorporated by reference in the registration statement.
Provided,
however,
That:
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(A) |
Paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-8 (section 239.13 of this chapter) and the
information required to be included in a post-effective amendment
by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d)
of
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) that
are
incorporated by reference in the registration statement;
and,
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(B) |
Paragraphs
(a)(1)(i), (a)(1`)(ii) and (a)(1)(iii) of this section do not apply
if the
registration statement is on From S-3 (section w239.13 of this chapter)
or
Form F-3(section 239.33 of this chapter) and the information required
to
be included in a post-effective amendment by those paragraphs is
contained
in reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of
1934 that are incorporated by reference in the registration statement,
or
is contained in a form of prospectus filed pursuant to rule 424(b)
(section 230.424(b) of this chapter) that is part of the registration
statement.
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(C) |
Provided
further, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is for an offering of asset-backed securities on Form S-1
(section 239.11 of this chapter) or Form S-3 (section 239.13 of this
chapter) and the information required to be included in a post-effective
amendment is provided pursuant to Item 1100(c) of Regulation AB (section
229.1100(c).
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(2)
That,
for the purpose of determining any liability under Securities Act of 1933,
each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide
offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(5)
That,
for the purpose of determining liability under the Securities Act of 1933 to
any
purchaser:
(i)
If
the registrant is relying on Rule 430B (section 230.430B of this
Chapter)
(A) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) (section
230.424(b)(3) of this chapter) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed
part
of and included in the registration statement;
and
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(B) |
Each
prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5),
or
(b)(7) (section 230.424(b)(2) (b)(5), or (b)(7) of this chapter)
as part
of a registration statement in reliance on Rule 430B relating to
an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (section
230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose
of
providing the information required by section 10(a) of the Securities
Act
of 1933 shall be deemed to be part of an included in the registration
statement as of the earlier of the date such form of prospectus is
first
used after effectiveness or the date of the first contract of sale
of
securities in the offering described in the prospectus. As provided
in
Rule 430B, for liability purposes of the issuer and any person that
is at
that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement, relating to the securities in
the
registration statement to which that prospectus relates, and the
offering
of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof. Provided,
however,
that no statement made in a registration statement or prospectus
that is
part of the registration statement or made in a document incorporated
or
deemed incorporated by reference into the registration statement
or
prospectus that is part of the registration statement will, as to
a
purchaser with a time of contract of sale prior to such effective
date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or
made in any such document immediately prior to such effective
date;
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(ii)
If
the registrant is subject to Rule 430C (section 230.430C of this chapter) each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A(section 230.430A
of
this chapter), shall be deemed to be part of an included in the registration
statement as of the date it is first used after effectiveness. Provided,
however,
that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made
in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first
use.
(b)
The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering
thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Calabasas, State of California, on this 11th day of April, 2007.
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NETSOL
TECHNOLOGIES, INC.
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By:
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/s/
NAJEEB GHAURI
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NAJEEB
GHAURI
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Chief
Executive Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Najeeb
Ghauri, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him and in his name, place and stead, in
any
and all capacities to sign the registration statement on Form S-8 to be filed
in
connection with the offerings of ordinary shares of Intrusion Inc. and any
and
all amendments (including post-effective amendments) to this registration
statement, and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same,
with
all exhibits thereto, and the other documents in connection therewith, with
the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each
and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or his substitutes,
each acting alone, may lawfully do or cause to be done by virtue
thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Name
and Signature
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Title
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Date
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/s/
Najeeb Ghauri
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Director,
Chief Executive Officer
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April
11, 2007
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and
Chairman
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/s/
Salim Ghauri
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Director
and President
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April
11, 2007
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/s/Tina
Gilger
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Chief
Financial Officer
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April
11, 2007
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/s/
Naeem U. Ghauri
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Director
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April
11, 2007
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/s/
Derek Soper
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Director
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April
11, 2007
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/s/
Eugen Beckert
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Director
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April
11, 2007
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/s/
Shahid Javed Burki
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Director
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April
11, 2007
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/s/
Mark Caton
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Director
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April
11, 2007
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