SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 1998
OZEMAIL LIMITED
ACN 066 387 157
OZEMAIL CENTRE, 39 HERBERT STREET, ST. LEONARDS NSW 2065, SYDNEY, AUSTRALIA
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X * Form 40-F
--- ---
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
--- ---
- --------------
*As a foreign private issuer, OzEmail Limited ("OzEmail") is eligible to
file annual reports under cover of Form 20-F or Form 10-K.
<PAGE>
OZEMAIL LIMITED
FORM 6-K
1. EXHIBITS
The following documents are filed as exhibits to this report:
Exhibit 99.1 - Press Release regarding six-months earnings announcement.
------------
Exhibit 99.2 - Press Release regarding proposed capital raising.
------------
Exhibit 99.3 - Press Release regarding launch of on-line travel agent
------------ service.
2.
<PAGE>
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, hereunto duly authorized.
OzEmail Limited
---------------
(Registrant)
Date: August 19, 1998 By: /s/ Malcolm Turnbull
---------------------------------
Name: Malcolm Turnbull
Title: Director
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
99.1 Press Release regarding six months earnings announcement.
99.2 Press Release regarding proposed capital raising.
99.3 Press Release regarding launch of on-line travel agent services.
[OZEMAIL News Release
GRAPHICS
OMITTED] OZEMAIL REPORTS SECOND QUARTER RESULTS
ANNOUNCES PUBLIC FINANCING AND ADDITION OF INTERLINE
MANAGEMENT AND AFFILIATES.
FOR MORE INFORMATION CONTACT:
Sean Howard - Sydney, Australia - (612) 9433 2400
Todd Friedman - San Francisco - (415) 296-7383
SYDNEY, AUSTRALIA, AUGUST 11, 1998. - OzEmail Limited (Nasdaq: OZEMY), the
leading provider of comprehensive Internet services in Australasia, today
released its results for the second quarter ended June 30, 1998.
Revenues for the second quarter of 1998 were A$27,402,000 (US$16,567,000), an
increase of 109.5% over 1997 second quarter revenues of A$13,077,000
(US$9,714,000). The growth in revenues is primarily attributable to increased
dial-up and permanent connections from OzEmail's Australian Internet
connectivity business and the November 1997 acquisition of Access One.
Costs of revenue in the second quarter improved to 59.5% from 64.4% compared to
the second quarter 1997 with considerable savings in communications costs and
greater economies of scale in the network and operations support area. Operating
costs declined as a percentage of total revenues to 48.1% from 76.0%, resulting
in a reduced operating loss of A$3,420,000 in the second quarter, compared to an
operating loss of A$5,307,000 in the 1997 second quarter. The net loss for the
quarter was A$3,263,000, or A$0.27 per American Depositary Share ("ADS")
(US$1,973,000 or US$0.16 per ADS) compared to a net loss for the second quarter
of 1997 of A$8,290,000 or A$0.80 per ADS (US$6,158,000 or US$0.59 per ADS) and a
net loss in the immediately preceding first quarter of A$4,271,000, or A$0.37
per ADS (US$2,821,000 or US$0.25 per ADS).
For the six months ended June 30, 1998, total net revenues grew by 107.5% to
A$49,434,000 from A$23,829,000 in the six months ended June 30, 1997. The net
loss for the six months to June 30, 1998 decreased to A$7,533,000 from
A$8,606,000 in the six months to June 30, 1997.
Operating highlights from the second quarter of 1998 include:
o The Company's active customer base increased 68% over the 1997 second
quarter to approximately 203,000.
o Positive earnings before interest, taxation, depreciation and amortisation
(EBITDA) of A$1,865,000 in the second quarter versus negative EBITDA of
A$643,000 in the first quarter of 1998, reflecting lower operating costs as
a percentage of revenue.
o Increased permanent connections revenues as a percentage of access
revenues, exhibited a growth from 25% to 35% of total revenue between the
second quarter of 1997 and the second quarter of 1998.
"During the quarter, OzEmail continued its aggressive efforts to solidify its
market leadership and broaden its range of services," said OzEmail Chief
Executive Officer Sean Howard. "We've taken steps in our Internet access
business to increase our customer base and grow the Internet market in
Australia. We have expanded our service offerings on our flagship web site.
Additionally, we've entered into several infrastructure agreements that will
significantly reduce our operating costs and provide operating efficiencies for
our future growth."
In a separate press release issued today, the Company announced a planned
offering of public debt and equity to raise US$250 million for infrastructure
and working capital needs.
OzEmail's Chief Executive Officer, Mr Sean Howard, said "The additional capital
is intended to be deployed for the purpose of acquiring or building
communications infrastructure including significant dedicated capacity in the
Southern Cross Trans Pacific Cable and long distance, inter- and intra-city
fibre optic cable."
This announcement does not constitute an offer of securities. Any offering of
securities will be made by means of a prospectus. The debt securities will
neither be offered nor sold in Australia.
OzEmail's Internet telephony business - Interline - today announced that Mr
Jean-Baptiste Rousselot has been named Chief Executive Officer of Interline and
Mr Andrew Cowling has been named Chief Financial Officer. Interline will be
opening its California office shortly. Interline also announced today it has
signed the following affiliates: Alpha Telecom Ltd and Dostana
Telecommunications in the UK, IT Network in Norway, Open Line SARL in France,
Telefuture International of The Netherlands and Accord Telecommunications in
South Africa. These additions bring the total number of affiliates to 13.
"We have ended the quarter above the market's consensus estimate and are
beginning to see the benefits of our strategy in building a managed cost base
and expanding into value-added and enhanced services," said Mr Howard. "These
results reflect the strength of our core ISP business, which through careful
acquisition and continued growth has allowed OzEmail Limited the opportunity to
remain Australia's leading Internet service provider."
In this news release, references to "US$" are to United States dollars and
references to "A$" are to Australian dollars. Amounts for quarterly results and
full year results are translated into US$ for convenience at the exchange rate
prevailing at the end of each quarter and at the end of each full year,
respectively. The exchange rates between the U.S. dollar and the Australian
dollar were $0.7426, $0.6500 and $0.6046 (expressed in U.S. dollar / Australian
dollars) at June 30, 1997, December 31, 1997 and June 30, 1998, respectively.
<PAGE>
ABOUT OZEMAIL
OzEmail is the leading provider of comprehensive Internet services in Australia.
The Company's Internet services are designed to meet the different needs of its
residential and enterprise customers ranging from low cost dial up to high
performance, continuous access services integrating the Company's ISDN offering
and consulting expertise.
Certain statements made herein that are not historical are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements may differ materially from actual future events or results. The
future performance of the Company involves risks and uncertainties that could
cause actual results to differ markedly from those anticipated by such
forward-looking statements. Such risks include but are not limited to the
following: a limited operating history for the Company; potential fluctuations
in operating results; competition; pricing pressure; dependence on third-party
suppliers of hardware and software; shortage of modems; dependence on
telecommunications carriers; management of growth; limited market; a need for
and risks of international expansion; the existence of a new and uncertain
market; customer retention issues; rapid technological change; security risks;
the risk of system failure; formal licensing and joint marketing agreements;
patents and proprietary rights; infringement claims; changes in government
regulation; risks associated with providing content including potential
liability; dependence on key personnel and need to hire additional qualified
personnel; uncertainty of currency exchange rates; need for additional capital;
enforceability of civil liabilities; antitakeover impact of Australian foreign
investment restrictions; control of the Company by the Board of Directors; and
possible volatility of ADS price. For a more complete description of certain of
such risks and uncertainties, we refer you to the documents that the Company has
filed from time to time with the Securities and Exchange Commission ("SEC")
including its registration statement on Form F-1 dated May 28, 1996, its 1997
Form 10-K dated May 15,1998, 1996 Form 10-K dated March 31, 1997, its quarterly
report on Form 6-K dated May 15, 1998, its Amendment No. 1 to Form 10-Q for the
period to September 30, 1997, dated May 21, 1998, its Amendment No. 1 to Form
10-Q for the period to June 30, 1997, dated May 21, 1998,and its Form 10-Qs
dated August 13, 1996, November 14, 1996, and May 8, 1997.
<PAGE>
OZEMAIL LIMITED
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
DECEMBER 31, JUNE 30,
ASSETS 1997 1998
------------------- ------------------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents A$ 51,614 A$15,984
Restricted term deposits - 3,720
Accounts receivable - trade, net of allowances of A$889 and
A$2,417, respectively 8,427 13,026
Receivable from shareholder 32 -
Other receivables 2,331 1,707
Income tax receivable - 509
Other current assets 2,520 3,838
------------------- ------------------
TOTAL CURRENT ASSETS 64,924 38,784
Plant and equipment, net 27,179 27,413
Non-current investments 1,559 1,535
Goodwill and other intangibles 19,839 21,945
Restricted term deposits - 4,585
Net deferred tax assets 285 2,114
Other non-current assets - 3,558
------------------- ------------------
TOTAL ASSETS A$ 113,786 A$99,934
=================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable A$ 19,936 A$20,015
Deferred consideration 4,407 4,407
Current portion of financing - lease liability 3,836 4,566
Short term loan - due to Metro 2,043 -
Accrued expenses and other liabilities 7,513 4,399
Deposits under agreements with Metro 18,686 -
Income taxes payable 3,776 -
------------------- ------------------
TOTAL CURRENT LIABILITIES 60,197 33,387
Non-current portion of financing - lease liability 4,423 2,808
------------------- ------------------
TOTAL LIABILITIES 64,620 36,195
------------------- ------------------
Commitments and contingencies (Note 8) - -
SHAREHOLDERS EQUITY:
Ordinary Shares, A$0.004 par value; 1,250,000,000 shares
authorised; 111,000,010 and 121,448,250 shares issued and
outstanding, respectively 444 486
Additional paid-in capital 64,636 89,570
Accumulated deficit (15,916) (23,449)
Dividends - (2,858)
Other comprehensive income (loss), net 2 (10)
------------------- ------------------
TOTAL SHAREHOLDERS' EQUITY 49,166 63,739
------------------- ------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY A$ 113,786 A$99,934
=================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OZEMAIL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1998 1997 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues A$ 13,077 A$ 27,402 A$ 23,829 A$ 49,434
Costs and expenses:
Cost of revenues - network operations and support 3,842 6,606 7,008 12,540
Cost of revenues - communications and other 4,604 9,686 8,050 19,252
Sales and marketing 3,013 5,716 5,772 10,473
Product development 3,423 1,737 5,095 3,253
General and administrative 3,502 5,718 4,944 9,977
Amortisation of goodwill and other
intangibles - 1,359 - 2,490
----------- ----------- ----------- -----------
Total costs and expenses 18,384 30,822 30,869 57,985
----------- ----------- ----------- -----------
Loss from operations (5,307) (3,420) (7,040) (8,551)
Other income (expense):
Foreign exchange gain, net - 321 4 235
Interest income 552 288 1,107 786
Other income (expense), net - 63 941 225
Interest expense (112) (153) (123) (329)
----------- ----------- ----------- -----------
Loss before provision for income taxes (4,867) (2,901) (5,111) (7,634)
Income tax (expense) benefit (3,423) (362) (3,495) 101
----------- ----------- ----------- -----------
Net loss A$ (8,290) A$ (3,263) A$ (8,606) A$ (7,533)
=========== =========== =========== ===========
Basic loss per ordinary share A$ (0.08) A$ (0.027) A$ (0.083) A$ (0.064)
=========== =========== =========== ===========
Diluted loss per ordinary share A$ (0.08) A$ (0.027) A$ (0.083) A$ (0.064)
=========== =========== =========== ===========
Weighted average ordinary shares and share
equivalents
- - Basic 103,500 122,797 103,500 118,459
=========== =========== =========== ===========
- - Diluted 103,500 122,797 103,500 118,459
=========== =========== =========== ===========
Basic loss per ADS A$ (0.80) A$ (0.27) A$ (0.83) A$ (0.64)
=========== =========== =========== ===========
Diluted loss per ADS A$ (0.80) A$ (0.27) A$ (0.83) A$ (0.64)
=========== =========== =========== ===========
</TABLE>
N E W S R E L E A S E
OzEmail Proposes US$250 Million Financing for Facilities Based
Telecommunications Plan
FOR MORE INFORMATION CONTACT:
David Spence - Sydney, Australia - (612) 9433 2400
Todd Friedman - San Francisco - (415) 296 7383
OzEmail Limited, Australia's leading Internet service provider, announced today
that it is proposing to raise up to US$250 million in new capital in the form of
equity and debt.
The purpose of the financing is to provide funds for the acquisition or
construction of communications infrastructure, including significant dedicated
capacity in the Southern Cross Trans Pacific Cable and long distance, inter- and
intra-city fibre optic cable, as part of OzEmail's new business plan. With
facilities based telecommunications operations, OzEmail believes it will be able
to offer customers more efficient end to end services, reduce costs and provide
comprehensive value-added telecommunications services.
As an Australian Public Company, OzEmail is required to seek shareholder
approval by a special resolution to issue new equity equal to more than 15% of
its share capital. Accordingly, OzEmail will hold a General Meeting of the
Company for the purpose of approving the issue of up to 50 million ordinary
shares (equivalent to 5 million ADSs).
The decision as to issuing equity and/or debt, and the amount to be issued, will
be dependent on market conditions, the market price of the Company's shares and
other matters.
This announcement does not constitute an offer of securities. Any offering of
securities will be made by means of a prospectus. The debt securities will
neither be offered nor sold in Australia.
About OzEmail
OzEmail is the leading provider of comprehensive Internet services in Australia.
The Company's Internet services are designed to meet the different needs of its
residential and enterprise customers ranging from low cost dial up to high
performance, continuous access services integrating the Company's ISDN offering
and consulting expertise.
Certain statements made herein that are not historical are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements may differ materially from actual future events or results. The
future performance of the Company involves risks and uncertainties that could
cause actual results to differ markedly from those anticipated by such
forward-looking statements. Such risks include but are not limited to the
following: a limited operating history for the Company; potential fluctuations
in operating results; competition; pricing pressure; dependence on third-party
suppliers of hardware and software; shortage of modems; dependence on
telecommunications carriers; management of growth; limited market; a need for
and risks of international expansion; the existence of a new and uncertain
market; customer retention issues; rapid technological change; security risks;
the risk of system failure; formal licensing and joint marketing agreements;
patents and proprietary rights; infringement claims; changes in government
regulation; risks associated with providing content including potential
liability; dependence on key personnel and need to hire additional qualified
personnel; uncertainty of currency exchange rates; need for additional capital;
enforceability of civil liabilities; antitakeover impact of Australian foreign
investment restrictions; control of the Company by the Board of Directors; and
possible volatility of ADS price. For a more complete description of certain of
such risks and uncertainties, we refer you to the documents that the Company has
filed from time to time with the Securities and Exchange Commission ("SEC")
including its registration statement on Form F-1 dated May 28, 1996, its 1997
Form 10-K dated May 15,1998, 1996 Form 10-K dated March 31, 1997, its quarterly
report on Form 6-K dated May 15, 1998, its Amendment No. 1 to Form 10-Q for the
period to September 30, 1997, dated May 21, 1998, its Amendment No. 1 to Form
10-Q for the period to June 30, 1997, dated May 21, 1998,and its Form 10-Qs
dated August 13, 1996, November 14, 1996, and May 8, 1997.
- ---------------------------
Michael Ward
Vice President Corporate Relations
OzEmail Ltd
p 612 9433 2498
f 612 9906 5222
e [email protected]
m 0411 53 3000
- ---------------------
[OZEMAIL NEWS RELEASE
GRAPHICS OZEMAIL FLIES INTO AUSTRALIAN TRAVEL MARKET
OMITTED]
FOR MORE INFORMATION CONTACT:
Helen Forde - Sydney, Australia - (+612) 9433 2461, 0411 530 461
Sydney, 13 August, 1998 OzEmail Limited (ASX: OZM) (Nasdaq: OZEMY), the leading
provider of comprehensive Internet services in Australasia, today unveiled
itravel, a Web-based travel service that enables Internet users to research,
plan, book and pay for all their travel arrangements online.
itravel was launched in Sydney today by OzEmail President and Chief Operating
Officer, Mr David Spence, aboard a 1950s Constellation aircraft affectionately
known as the "Connie".
"In the 50s this aircraft revolutionised Australian international travel with
the first around-the-world consumer service," said Mr Spence. "Today, itravel
revolutionises consumer travel planning by bringing the agency to their
desktop."
To deliver the itravel service, OzEmail will work with leading international
travel specialists, Concorde International Travel and Leisure Planet.
As Australia's largest airline ticket wholesaler, Concorde will act as the
fulfillment house for OzEmail, which is a licensed travel agent in its own
right, by processing itravel users' bookings and tickets.
In bringing its full service leisure travel site to the Australian market via
itravel, Leisure Planet will, with the assistance of technology provided by
Worldspan, enable users to view and book any of the hotels in Leisure Planet's
vast database, and provide flights, hire car and travel guides in an integrated
itinerary planner module. South African based Leisure Planet has over 35,000
hotels in its database and is noted for having the world's largest image-rich
database of over 11,700 hotels in 134 countries and proprietary travel guides
for over 172 tourist destinations.
"With online travel predicted to be the biggest selling consumer item on the Net
in the next few years, OzEmail needed to develop a world class travel service.
To do this, we've brought together the best of breed to create itravel," said Mr
Spence. "We believe that OzEmail is entering a burgeoning and lucrative market."
According to research company, DataMonitor*, travel will be the largest category
of product sold over the Internet by the year 2002 and it is expected that the
travel industry will account for 35 per cent of all online sales by then.
DataMonitor contributes this growth to the increasing acceptance of the Internet
as a viable sales channel.
Forrester Research predicts that by the year 2001, online retail revenues in the
United States will reach $17.4 billion, of which $7.4 billion will be generated
by online travel sales.
"itravel will be Australia's one-stop Net shop for all travel related
information offering consumers the best and most competitive deals, 24 hours a
day," said Mr Spence.
The itravel Web site is divided into different categories including airfares,
travel guides, hotels and cars. itravel's easy-to-navigate interface enables
users to freely build their own travel itinerary, book flights, select and
reserve hotel rooms, hire cars and take out appropriate travel insurance.
itravel gives users several options to book a flight. Super Deals enables users
to view what airfares are currently on special for itravel customers. If a
user's preferred destination is not displayed in Super Deals, the user can then
search the Best Fares database to view the best fare available for trips to
their desired destination. Or they can use the Trip Planner function, which
allows them to view all scheduled flights to their destination. Once the user
has selected a suitable flight using the Best Fares or Super Deals database, the
ticket may be booked and details will be confirmed by phone to the customer. If
the ticket is purchased using the Trip Planner function, the ticket may be
booked and purchased online using a credit card.
A unique feature that distinguishes OzEmail's itravel from other online travel
sites is the Travel Guide section. Provided and updated by Leisure Planet, this
extensive online library of guides gives itravel users the opportunity to take a
virtual and photographic tour to the country of their choice. The Travel Guides
section includes information on hotels, history, weather, currency, shopping
hours and tourist attractions in almost every country.
"One of the Internet's strengths is that it gives the consumer more autonomy,
ownership and improves efficiency. With itravel, the consumer can now enjoy the
benefits of a real-time virtual travel agency from their own home or workplace,"
said Mr Spence. "itravel is the future of travel in Australia."
To mark the launch of itravel, OzEmail is holding a competition for all
registered users of itravel, which gives users a chance to win either a trip for
two to Europe, or a trip for two to the Solomon Islands with accommodation
included. More details can be found on the itravel Web site at
http://www.itravel.com.au
*April 28, 1998
ABOUT OZEMAIL
OzEmail is the leading provider of comprehensive Internet services in Australia.
The Company's Internet services are designed to meet the different needs of its
residential and enterprise customers ranging from low cost dial up to high
performance, continuous access services integrating the Company's ISDN offering
and consulting expertise.
Certain statements made herein that are not historical are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements may differ materially from actual future events or results. The
future performance of the Company involves risks and uncertainties that could
cause actual results to differ markedly from those anticipated by such
forward-looking statements. Such risks include but are not limited to the
following: a limited operating history for the Company; potential fluctuations
in operating results; competition; pricing pressure; dependence on third-party
suppliers of hardware and software; shortage of modems; dependence on
telecommunications carriers; management of growth; limited market; a need for
and risks of international expansion; the existence of a new and uncertain
market; customer retention issues; rapid technological change; security risks;
the risk of system failure; formal licensing and joint marketing agreements;
patents and proprietary rights; infringement claims; changes in government
regulation; risks associated with providing content including potential
liability; dependence on key personnel and need to hire additional qualified
personnel; uncertainty of currency exchange rates; need for additional capital;
enforceability of civil liabilities; antitakeover impact of Australian foreign
investment restrictions; control of the Company by the Board of Directors; and
possible volatility of ADS price. For a more complete description of certain of
such risks and uncertainties, we refer you to the documents that the Company has
filed from time to time with the Securities and Exchange Commission ("SEC")
including its registration statement on Form F-1 dated May 28, 1996, its 1996
Form 10-K dated March 31, 1997, and its Form 10-Qs dated August 13, 1996,
November 14, 1996, May 8, 1997, August 13, 1997, and November 14, 1997.
