SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
Internet Holdings, Inc.
Name of Issuer
Common Stock, par value $0.001 per share
(Title of Class of Securities)
46057M-30-4
(CUSIP Number)
Stefan Allesch-Taylor
STG Holdings Plc
2 Montpelier Street
London SW7 1EZ
United Kingdom
Tel: 011 44 171 584 1173
Fax: 011 44 171 584 1174
Copy to:
Steven A. Sanders, Esq.
Beckman, Millman & Sanders, LLP
116 John Street, Suite 1313
New York, NY 10038
(212) 406-4700
Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
December 22, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
=====================
CUSIP NO. 46057M-30-4
=====================
1 Name of Reporting Persons
S.S. or I.R.S. Identification No.
of Above Person
STG Holdings Plc
________________________________________________________________________________
2 Check the Appropriate Box If a Member (a) [_]
of a Group (b) [X]
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds
00
________________________________________________________________________________
5 Check Box If Disclosure of Legal
Proceedings is Required Pursuant [_]
to Items 2(D) or 2(E)
________________________________________________________________________________
6 Citizenship or Place of Organization
United Kingdom
________________________________________________________________________________
7 Sole Voting Power
Number of Shares 6,480,000
Beneficially _________________________________________________________________
Owned 8 Shared Voting Power
by Each
Reporting -0-
Person With _________________________________________________________________
9 Sole Dispositive Power
6,480,000
_________________________________________________________________
10 Shared Dispositive Power
-0-
________________________________________________________________________________
11 Aggregate Amount Beneficially
Owned by Each Reporting Person
6,480,000
________________________________________________________________________________
12 Check Box If the Aggregate Amount [_]
in Row (11) Excludes Certain
Shares
________________________________________________________________________________
13 Percent of Class Represented by
Amount in Row (11)
60.2%
________________________________________________________________________________
14 Type of Reporting Person
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, $0.001 par value per share (the "Common Stock"), of Internet
Holdings, Inc., a Utah corporation (the "Issuer"). The address of the Issuer is
C/o Beckman, Millman & Sanders, LLP, 116 John Street, Suite 1313, New York, NY
10038, Attn. Steven Sanders, Esq.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f)
This statement is being filed by STG Holdings Plc ("STG"), a corporation
incorporated under the laws of the United Kingdom, through its ownership of
60.2% of the outstanding stock of the Issuer. STG is an investment company whose
shares are traded on the London Stock Exchange OFEX market. The principal
business address of STG is 2 Montpelier Street, Knightsbridge, London SW7 1EZ,
United Kingdom.
(d) Neither STG nor, to the knowledge of STG, any of its executive officers or
directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years.
(e) Neither STG nor, to the knowledge of STG, any of its executive officers or
directors has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the last five years as
a result of which any such person was or is subject to a judgement, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
STG received 6,480,000 shares of Common Stock in exchange for STG's 75%
share holding in Fairfax Equity Ltd. ("Fairfax"), which was acquired by the
Issuer pursuant to the Acquisition Agreement and Plan of Reorganization
described and defined in Item 4. The net assets of Fairfax have been guaranteed
by STG to be not less than $2,160,000.
ITEM 4. PURPOSE OF TRANSACTION.
On October 27, 1999, the Issuer entered into a conditional Acquisition
Agreement and Plan of Reorganization with Fairfax and the stockholders of
Fairfax whereby the Issuer would issue a total of 8,640,000 shares of Common
Stock to the stockholders of Fairfax in order to acquire 100% of the issued
capital stock of Fairfax (the "Reorganization Agreement"). The acquisition was
contingent upon the completion by the Issuer of its audited financial
statements, the filing of all outstanding reports required by the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the settlement of all
outstanding legal proceedings. As of December 22, 1999, all the conditions
precedent to the Reorganization Agreement have been met by the Issuer and,
accordingly, the Issuer and Fairfax proceeded to implement the transactions
contemplated by the Reorganization Agreement.
<PAGE>
Pursuant to this implementation, the Issuer has issued a total of 6,480,000
shares of Common Stock to STG in exchange for STG's 75% share holding in
Fairfax. STG entered into the share exchange for investment purposes. The Issuer
is engaged in a business area which the board of STG considers to be a priority
area for investment.
For a detailed description of the Reorganization Agreement and the
transactions contemplated thereto, reference is made to the Issuer's Current
Report on Form 8-K filed November 3, 1999.
Except as may be set forth in this Schedule 13D, neither STG nor, to the
best of its knowledge, any executive officer or director of STG, has any plans
or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer or the disposition of securities
of the Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer; (c) a sale or transfer of a
material amount of assets of the Issuer; (d) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or terms of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or cease to be
authorized to be quoted in an interdealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
to become eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) STG beneficially owns a total of 6,480,000 shares of Common Stock as a
result of the implementation of the Reorganization Agreement. This
represents 60.2% of the issued and outstanding capital stock of the Issuer.
(b) STG has the sole power to vote or to direct the vote, and the sole power to
dispose or to direct the disposition, of 6,480,000 shares of Common Stock.
(c) Except as described herein, neither STG nor, to the knowledge of STG, any
of its executive officers or directors has effected any transactions in the
Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
It is anticipated that the Issuer will conduct a $5 million offering of its
common stock pursuant to an exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended, and/or Regulation S promulgated by the
Securities and Exchange Commission, although no assurance can be given. To date,
no formal contracts or agreements have been executed in connection with such
offering.
The information set forth, or incorporated by reference, in Item 4
regarding the Reorganization Agreement is hereby incorporated by reference.
Except as may be set forth above, to the best knowledge of STG, there are no
other contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Acquisition Agreement and Plan of Reorganization by and
among Issuer, Fairfax and stockholders of Fairfax, dated as
of October 28, 1999.*
- ----------
* Incorporated herein by reference to Exhibit 1 of the Issuer's Current Report
on Form 8-K filed November 3, 1999.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, each such person certifies that the information set forth in
this statement is true, complete and correct.
STG HOLDINGS PLC
Date: January 7, 2000
By: /s/ Stefan Allesch-Taylor
Name: Stefan Allesch-Taylor
Title: Chairman of the Board
