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 22, 1999
INTERNET HOLDINGS, INC.
(Exact Name of Company 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)
Company's Telephone Number, Including Area Code: (212) 406-4700
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A. The Transaction
On October 27, 1999, Internet Holdings, Inc. (the Company) entered into a
conditional Acquisition Agreement and Plan of Reorganization (the "Reorganiza-
tion Agreement") with Fairfax Equity Ltd. ("FEL") and the stockholders of FEL
whereby the Company would acquire all of the issued capital stock of FEL. The
acquisition was contingent upon the completion by the Company of its audited
financial statements, the filing of all outstanding reports required by the
Securities Exchange Act of 1934, as amended, 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 Company and, accordingly, the Company and FEL
proceeded to implement the transactions contemplated by the Reorganization
Agreement.
Pursuant to this implementation, the Company has issued a total of
8,640,000 shares of Common Stock to the shareholders of FEL in order to acquire
100% of the issued capital stock of FEL. These shares account for 80.3% of the
current issued share capital of the Company. The shareholders of FEL as a group
thus own a majority of the shares issued and STG Holdings Plc. ("STG"), the
majority shareholder of FEL, controls 60.2% of the Company.
STG is a publicly quoted English company whose shares are traded on the
London Stock Exchange OFEX market.
Simultaneously with the closing of the Agreement, three new individuals
were elected to serve as officers and directors of the Company. The following
individuals have been appointed to serve the Company:
STEFAN ALLESCH-TAYLOR has been appointed to serve as the Company's
Director, President and Chief Executive Officer. Mr. Allesch-Taylor is also
Chairman of the Board of STG.
Mr. Allesch-Taylor began his career as a stockbroker, becoming a Registered
Representative of the London Stock Exchange in 1988. He has commercial
experience having served as a director of a wide variety of companies over
the last 7 years. He established his own real estate business in 1994,
building a real estate development program exceeding 3.5 million square
feet, working with and joint-venturing with, substantial private and public
companies, as well as Government associated organizations. In December 1996
the majority of his private real estate interests were acquired by
Moorfield Estates PLC, where he was retained as a consultant until 1998.
In April 1997 he was appointed Chief Executive of Worthing Premier Property
PLC. Following a restructuring with new directors and a new management team
the company was floated on the London OFEX market in December 1997. On
admission to OFEX in December
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1997, the company changed its name to STG Holdings Plc. following a
re-positioning of the company from the real estate to the investment
sector.
In October 1999 he was appointed Non-Executive Director of computer
software and Internet company, Radical Technology PLC and was part of the
management team that steered the company's successful Initial Public
Offering and subsequent floatation on the London OFEX market.
He is a board member of The Princes' Trust, a charity established by HRH
Prince Charles, Prince of Wales, specifically to help young entrepreneurs
with financial and practical assistance for their new businesses.
NICHOLAS THISTLETON has been appointed to serve as the Company's Director
and Chief Technical Officer. Mr. Thistleton was a scholar at Winchester
College and gained an MA (Honors) in French and Russian from Oxford
University.
Mr. Thistleton has been a technology consultant and analyst for a number of
years. Recently he has provided strategic analysis of European and Asian
pay-TV markets and a strategic review of Web-TV.
He has advised a number of Internet companies on expansion in the European
market. Recently he advised QXL, the UK Internet auction house on site
implementation, supplier management and product strategy. Another
well-known client is Lastminute.com where he advised on site design and
strategy prior to the product launch.
Mr. Thistleton is fluent in French and is conversational in Russian. He is
also proficient in HTML and JavaScript.
SIR EUAN CALTHORPE has been appointed to serve as a director of the
Company. Sir Evan Calthorpe has been the principal of the private Calthorpe
group of companies for over 10 years. The core activity of this substantive
group is real estate investment, spanning a wide variety of assets
throughout Europe.
Over recent years, utilizing his significant financial and management
expertise, he has diversified the scope of his investments to include
publishing, pharmaceutical and information technology companies. These
investments have included a number of successful Internet companies.
He is a highly experienced private investor and has worked with a wide
range of companies from start-ups to established public companies. He leads
a team of professionals from offices in the UK and has a broad network of
business connections both in Europe and the United States.
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b. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to beneficial
ownership of Common Stock by (i) each person known by the Company who would own
beneficially more than five percent (5%) of the outstanding Common Stock of the
Company, (ii) each current director of the Company, and (iii) all directors and
officers of the Company as a group. Except as otherwise indicated the named
person has sole voting and investment power with respect to such person's
shares.
Number of shares
Name Beneficially owned Percent
- ---- ------------------ -------
STG Holdings Plc 6,480,000 60.2%
2 Montpelier Street
Knightsbridge
London SW7 1EZ, United Kingdom
T.H. Investments Ltd 2,160,000 20.1%
Center Plaza
Suite 2B
Main Street
Gibraltar
Stefan Allesch-Taylor NIL NIL
2 Montpelier Street
Knightsbridge
London SW7 1EZ, United Kingdom
Nicolas Thistleton NIL NIL
2 Montpelier Street
Knightsbridge
London SW7 1EZ, United Kingdom
Sir Euan Calthorpe, Bt NIL NIL
2 Montpelier Street
Knightsbridge
London SW7 1EZ, United Kingdom
Christopher J. Wilkes 50,000 0.5%
22 Parrotts Field
Hoddesdon
Hertfordshire EN11 OQU, United Kingdom
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
For a detailed description of the Reorganization Agreement and the
transactions contemplated thereby, reference is made to the Company's report on
Form 8-K filed November 3, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA INFORMATION AND
EXHIBITS.
(a) Financial Statements of business acquired*
(b) Pro Forma financial information*
(c) Exhibits
Number Description
------ -----------
2.1 Acquisition Agreement and Plan of Reorganization dated
October 27, 1999 (incorporated herein by reference to
Exhibit 1 to the Company's report on Form 8-K filed November
3, 1999.)
- ----------
* To be filed by amendment as soon as practicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company 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: Director
