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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 April, 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
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(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
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*As a foreign private issuer, OzEmail Limited ("OzEmail") is eligible to file
annual reports under cover of Form 20-F or Form 10-K. For fiscal year 1997,
OzEmail filed an annual report on Form 10-K with the Securities and Exchange
Commission.
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OZEMAIL LIMITED
FORM 6-K
APRIL 1998
1. ACQUISITION OF ASSETS
On April 2, 1998, OzEmail Limited ("OzEmail") announced its purchase of the
internet access division of Camtech (SA) Pty ("Camtech").
Attached as Exhibit 99.1 is a copy of the April 2, 1998 press release
announcing the completion of the transaction, which press release is
incorporated herein.
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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, thereunto duly authorized.
OZEMAIL LIMITED
Date: April 8, 1998 By /s/ Steven Ezzes
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Steven Ezzes
Director, Authorized U.S. Representative
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EXHIBIT 99.1
OzEmail Buys Major Regional ISP Business
Sydney, Australia, April 2, 1998 - OzEmail Limited (Nasdaq: OZEMY), the leading
provider of comprehensive Internet services in Australasia, today announced the
purchase of the Internet access division of Camtech SA Pty Limited, South
Australia's (SA) largest Internet Service Provider.
"Camtech is a strategic asset to us for two reasons: Camtech is dominant in the
fast growing education market in South Australia and a leading provider of
Internet services in the SA market with more than 5,000 customers," said Chief
Executive Officer, Sean Howard. "One of the major features of the Camtech
Internet business which attracted us is the exclusive contract for the provision
of Internet access to students of Adelaide's three universities servicing over
40,000 staff and students. We see this acquisition as cementing OzEmail's
position as a leader in the Australian education market."
The consideration for the purchase of Camtech will be equal to two thirds of
Camtech's revenues over the next four quarters. The immediate payment to Camtech
is 1,103,240 ordinary shares (or 110,324 American Depositary Shares) which is
equal to two-thirds of Camtech's current revenue run rate of $4 million. The
balance of the payment will be made following the close of the first quarter of
1999. Secondly, as an incentive to assist in the transition and growing the
business, the principals of Camtech will receive a further payment of 5% of
revenue over the next two years.
Camtech will use resources from the sale of its Internet access division to
expand the growth of its Electronic Commerce and other business activities.
Camtech Inte-Pay electronic commerce payment gateway product has an estimated
60% of the Australian market place. "Our alliance with OzEmail provides us with
access to Australia's leading Internet infrastructure as well as access to much
bigger markets," said Mr Bruce Linn, Camtech's Chief Executive Officer. "We will
be pursuing opportunities to work in the growing electronic commerce market with
OzEmail."
Camtech SA Pty Ltd is an information technology company with Internet and other
IT services for medium to large organisations in Australia and South East Asia.
Established in 1983, as a centre of excellence within the University of
Adelaide, Camtech has grown to a company of 65 staff and annual revenues of
A$13m, a third of which is in the Internet business. The company remains a
wholly owned subsidiary of The University of Adelaide.
OzEmail is the leading provider of comprehensive Internet Services in
Australasia. 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
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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.
