SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 14, 1999
INTERNET HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
UTAH 0-26886 13-3758042
(State or Other (Commission (Employer
Jurisdiction) File Number) Identification
Number)
c/o Beckman, Millman & Sanders, LLP, 116 John Street, Suite 1313,
New York, NY 10038
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (212) 406-4700
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On October 25, 1999 Internet Holdings, Inc. (the "Company") raised $50,000
through the issuance of a Convertible Loan Note (the "Note"). The Note was
offered 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 ("Regulation S"). The purpose of this funding
was to enable the Company to file all outstanding reports required by the
Securities Exchange Act of 1934, as amended, and to search for suitable
acquisition candidates in the internet related fields. The Note carries interest
at 5.5% per annum capitalized monthly in arrears until the Note is redeemed or
converted. The Note is redeemable on demand by the Note holder or is convertible
upon demand by the Note holder into common stock in the Company at the rate of
$0.25 per share. The subscribers to the Note are corporations or individuals who
are "Accredited Investors" and who are not "U.S. Persons" as such terms are
defined under Regulation S.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Number Description
------ -----------
4.1 Form of Convertible Loan Note issued by the Company to
Palamon (Gestion) S.A., dated January 1999.
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SIGNATURES
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 thereto duly authorized.
INTERNET HOLDINGS, INC.
Date: January 7, 2000 By: /s/ Christopher J. Wilkes
--------------------------------
Name: Christopher J. Wilkes
Title: President
CONVERTIBLE LOAN NOTE
No: 1/99
ISSUED BY
INTERNET HOLDINGS, INC
HTTP
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LOAN NOTE NUMBER: 1/99
1. Internet Holdings, Inc. ("the Company") is a public company incorporated in
the State of Utah with IRS Employer No: 13-3758042. The Common Stock of the
Company is traded on the NASD Bulletin Board with the symbol HTTP.
2. This Convertible Loan Note Number 1/99 the Loan Note") was issued by the
Company on October 25, 1999 in the principal amount of US$50,000 (fifty
thousand United States Dollars) and is convertible in accordance with the
conditions ("the Conditions") provided herein.
3. The registered holder of this Loan Note is Palamon (Gestion) S.A., Ruelle
William-Mayor 2, 2000 Neuchatel, Switzerland (the "Noteholder"). The
Noteholder is entitled to the benefit of and is subject to the provisions
contained in the Conditions.
4. This Loan Note is convertible at the option of the Noteholder as provided
herein into Common Stock in the Company restricted in accordance with Rule
144 of the Securities Acts 1933 & 1934.
By Order of the Board of Directors this Twenty-fifth day of October 1999
Director
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CONDITIONS OF ISSUE
1. This Loan Note shall bear interest at 5.5% (five point five percent)
accrued on a monthly basis and capitalised until conversion
2. This Loan Note shall be repayable at the option of the Noteholder only upon
the happening of an event of default as hereinafter defined.
A) An event of default shall mean any one or more of the following
namely:-
i) an order is made or an effective resolution is passed for the
winding up of the Company;
ii) a distress or execution is levied or enforced upon or against any
of the chattels or property of the Company and is not paid out
within 30 (thirty) business days;
iii) any incumbrancer takes possession or a receiver or administrator
(or similar under any other jurisdiction relevant to the Company)
is appointed of the Company;
3. Conversion Rights
A) References in this document to "Common Stock" shall mean Common Stock
in the capital of the Company or such shares as the said Common Stock
have been converted into by reason of resolution of the Company,
merger, acquisition or other conversion (other than a Conversion under
this Loan Note) such that the shares which are then the subject of the
Conversion shall exchange pro rata as if the Loan Note had been
converted into fully paid Common Stock in the capital of the Company
immediately prior to any exchange or reorganisation or conversion of
the Common Stock in the capital of the Company.
B) Following upon any change or conversion as defined in A) above the
Company will upon the request of the Noteholder reissue the Loan Note
to reflect the changes in the Common Stock.
C) The Noteholder will have the right (hereinafter the "Conversion
Rights") by not less than one calendar month's notice in writing to
the Company in accordance with paragraph (E) of this condition (a
"Notice of Conversion") at any time to require the Company to allot
fully paid Common Stock of the Company,
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restricted in accordance with Rule 144, in exchange for and in
satisfaction of the Loan Note at the following price:
i) $0.25 (twenty five cents per share)
D) A Notice of Conversion to be effective must be given by completion and
signature of the Notice of Conversion at the end of this Loan Note and
deposit of this Loan Note and the Notice of Conversion together with
such evidence as the Directors of the Company may reasonably require
to prove the title of the person exercising the Conversion Rights, at
the registered office of the Company. A Notice of Conversion shall not
be withdrawn without the consent in writing of the Company.
E) The Company hereby covenants that so long as the Conversion Rights
remain exercisable in respect of the Loan Note (otherwise than with
the prior consent in writing of the Noteholder, a term of which
consent may include the immediate conversion of the Loan Note) :-
i) The Company will maintain in being and unissued sufficient
authorised Common Stock to meet in full the Conversion Rights for
the time being exercisable in respect of the Loan Note;
ii) The Company will, and will procure that any subsidiary or
associated company will, keep proper books of account and duly
comply with all material statutory obligations imposed upon it or
them from time to time;
4. The Company shall forthwith give notice in writing to the Noteholder of the
happening of any of the events of default specified in Condition 2 hereof.
5. The Company shall recognise and treat the Noteholder as the sole absolute
owner hereof and as alone entitled to receive and give effectual discharges
of the principal sum due hereunder or effect the Conversion Rights. The
Company shall not be bound to recognise notice of any trust or equity or to
recognise any right title or claim by any person other than the Noteholder
to this Loan Note.
6. Any moneys payable on or in respect of any Loan Note may be paid by cheque
or warrant drawn on the Company's bankers for the time being and sent
through the post to the registered address of the Noteholder. Every such
cheque or warrant shall be made payable to the order of
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the holder of the Loan Note and due payment of the cheque or warrant shall
be satisfaction of the moneys represented thereby.
7. Any notice or document (including a certificate for the Loan Note) may be
served by the Company on any holder either personally or by sending it by
first class post in a prepaid letter addressed to such holder at his
registered address. A notice may be served by a Noteholder on the Company
by sending it to the principal business address of the Company or by first
class post in a prepaid letter addressed to the Company at the registered
office of the Company.
8. This Loan Note and the provisions of these Conditions shall be governed and
construed in accordance with the laws of the State of Utah.
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NOTICE OF CONVERSION
To: Internet Holdings, Inc, C/o The Law Offices of Beckman, Millman & Sanders,
116 John Street, Suite 1313, New York, New York 10038
I/We being the registered holder(s) of this Loan Note hereby give notice of
my/our desire to exercise my/our Conversion Rights in respect of
US$............................of this Loan Note in accordance with the
Conditions attached hereto.
I/We agree to accept fully paid Common Stock of the Company restricted in
accordance with Rule 144 to be issued to me/us pursuant hereto subject to the
Articles and Bylaws of the Company. I/We desire such Common Stock to be
registered in my/our name(s) and hereby authorise the entry of my/our name(s) in
the Register of Members in respect thereof and the despatch of a certificate
therefore by ordinary post at my/our risk to
at
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NOTE: If this space is left blank the Certificate will be sent to the registered
address of the Noteholder whose name is held on the Company's register.
