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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
World CallNet, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
981430131
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(CUSIP Number)
Peter Boonen
MailTV Pty Ltd
Level 19, 323 Castlereagh St.
Sydney, New South Wales, Australia 2000
(612) 9281-1111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 2000
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(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-l(e), 13d-l(f) or l3d-l(g), check the following
box:
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CUSIP No. 981430131 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MailTV Pty Ltd
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF (a)
A GROUP (b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Australia
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NUMBER OF SOLE VOTING POWER 2,900,000
SHARES
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BENEFICIALLY SHARED VOTING POWER 0
OWNED
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BY EACH SOLE DISPOSITIVE POWER 2,900,000
REPORTING
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PERSON SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 19.6%
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14 TYPE OF REPORTING PERSON CO
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock, par value $.001
per share (the "Common Stock"), of World CallNet, Inc., a corporation organized
under the laws of the State of Delaware ("World CallNet"). The principal
executive offices of World CallNet are located at Brecon House, Meridian Gate,
207 Marsh Wall, London E14 9YT.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by MailTV Pty Ltd ("MailTV"), a
corporation organized under the laws of New South Wales, Australia. MailTV's
principal offices are located at Level 19, 323 Castlereagh St., Sydney, New
South Wales, Australia 2000. MailTV's primary business is to exploit, in the
Asia Pacific region (through a joint venture with World CallNet) and Australia
(through licensing from World CallNet), the internet access and e-mail and
communication business developed by World CallNet using the technology that has
been developed by World CallNet.
Annex A hereto, which is incorporated by reference, sets forth the name,
business address and principal occupation or employment of each director and
executive officer of MailTV, the name and address of each controlling
shareholder of MailTV, and the name, business address and principal occupation
or employment of each director and executive officer of such controlling
shareholder. All information in this Schedule 13D with respect to the persons
and entities listed on Annex A is given to the knowledge of MailTV.
(d) During the past five years, neither MailTV nor any of the persons or
entities listed on Annex A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither MailTV nor any of the persons or
entities listed on Annex A has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, 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.
(f) All of the persons listed on Annex A are citizens of Australia, except
Barry Evans, who is a citizen of the United States of American.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 30, 1999, World CallNet, MailTV and Paul Goodman-Simpson
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
pursuant to which MailTV agreed to purchase from World CallNet 14,500,000 shares
of Common Stock. The Stock Purchase Agreement was subsequently amended by two
amendments entered into in December 1999. On February 17, 2000 MailTV received
from World CallNet a certificate, dated October
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1
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4, 1999, representing 2,900,000 shares of Common Stock. Pursuant to the Stock
Purchase Agreement, the purchase price for such shares consisted of cash and
shares of KeyClub.net, Inc., a Florida corporation ("KeyClub"). The parties to
the Stock Purchase Agreement are negotiating the terms of the delivery of the
remaining shares of Common Stock pursuant to the Stock Purchase Agreement.
ITEM 4. PURPOSE OF TRANSACTION
MailTV entered into the Stock Purchase Agreement in order to acquire a
large block of the issued and outstanding shares of Common Stock of World
CallNet. In addition to the 2,900,000 shares of Common Stock of World CallNet
previously delivered, the Stock Purchase Agreement provides for the issuance to
MailTV of additional shares of Common Stock of World CallNet. The parties to the
Stock Purchase Agreement are negotiating the terms of the delivery of the
remaining shares of Common Stock pursuant to the Stock Purchase Agreement.
Pursuant to the Stock Purchase Agreement, World CallNet appointed two
nominees of MailTV, Peter Boonen and Gerard Farley, to the Board of Directors of
World CallNet.
The Stock Purchase Agreement provides for the execution of a Registration
Rights Agreement (the "Registration Rights Agreement") between World CallNet and
MailTV. The Registration Rights Agreement gives MailTV the right to demand,
prior to December 31, 2004, that World CallNet effect the registration under the
Securities Act of 1933 of one-half of the shares of Common Stock of World
CallNet acquired by MailTV pursuant to the Stock Purchase Agreement. The
Registration Rights Agreement also grants to MailTV "piggyback" registration
rights with respect to one-half of the shares of Common Stock of World CallNet
acquired by it pursuant to the Stock Purchase Agreement. The parties to the
Registration Rights Agreement are negotiating the terms of the delivery of the
Registration Rights Agreement.
On February 23, 2000, World CallNet and MailTV entered into a Clarification
Agreement (the "Clarification Agreement") in which the parties resolved some of
the issues that had arisen under the Stock Purchase Agreement. The Clarification
Agreement grants to MailTV the right to match any purchases of Common Stock by
third parties, subject to certain conditions.
Except as described in this Item 4, MailTV does not have any plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of World
CallNet, or the disposition of securities of World CallNet;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving World CallNet or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of World CallNet or
any of its subsidiaries;
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(d) any change in the present board or management of World CallNet,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
World CallNet;
(f) any other material change in World CallNet's business or corporate
structure;
(g) any changes in World CallNet's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of World CallNet by any person;
(h) causing a class of securities of World CallNet to be delisted from a
national securities exchange or to cease to be authorized to be quoted in any
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of World CallNet becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
The description of the Stock Purchase Agreement, the Registration Rights
Agreement and the Clarification Agreement contained in this Schedule 13D do not
purport to be complete and are qualified in their entirety by reference to such
agreements, which are incorporated into this Schedule 13D by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) World CallNet's Quarterly Report on Form 10-QSB for the three months
ended December 31, 1999 states that, as of January 31, 2000, there were
14,821,324 shares of Common Stock outstanding. The percentage set forth in this
Item 5(a) was derived using such number.
MailTV is the beneficial owner of 2,900,000 shares of Common Stock. Such
number represents approximately 19.6% of the outstanding shares.
No shares of Common Stock of World CallNet are beneficially owned by any of
the persons listed on Annex A, except that Peter Boonen has dispositive, but not
voting power, over approximately 45,000 shares of Common Stock of World CallNet
that are held by an entity which is incorporated outside of the United States
and which operates outside the United States.
(b) MailTV has the sole power to vote and dispose of the shares of Common
Stock of World CallNet reported herein.
Mr. Boonen has the sole power to dispose of the shares of Common Stock of
World CallNet in which he has a beneficial interest. He does not have the power
to vote such shares.
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(c) Except as described above in Item 3, neither MailTV nor any person
listed on Annex A has effected any transaction in the shares of Common Stock of
World CallNet during the past sixty days.
(d) No person other than MailTV has the right to receive, or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock of World CallNet reported herein.
(e) MailTV has not ceased to be the beneficial owner of less than 5% of the
outstanding shares of Common Stock of World CallNet.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Peter Boonen has been granted sole dispositive power with respect to 45,000
shares of Common Stock of World CallNet held by an offshore family investment
company. Such company has not granted Mr. Boonen the right to vote the shares of
Common Stock held by it. Other than such arrangement, the Stock Purchase
Agreement, the Registration Rights Agreement and the Clarification Agreement,
neither MailTV nor any person listed on Annex A has any contract, arrangement,
understanding or relationship (legal or otherwise) with any other person with
respect to any of the securities of World CallNet, including, but not limited
to, the transfer or voting of any of the securities of World CallNet, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stock Purchase Agreement, dated as of September 30, 1999, among MailTV
Pty Ltd, World CallNet, Inc. and Paul Goodman-Simpson (incorporated by reference
to Exhibit 10.1 of the Form 8-K filed by World CallNet, Inc. (Commission File
No. 1-12835) with the Securities and Exchange Commission on October 15, 1999).
2. Agreements, dated December 15, 1999 and December 22, 1999 between MailTV
Pty Ltd and World CallNet, Inc. amending the Stock Purchase Agreement, dated as
of September 30, 1999, among such parties and Paul Goodman-Simpson (incorporated
by reference to the Exhibit 10.2 to the Form 8-K/A filed by World CallNet, Inc.
(Commission File No. 1-12835) on December 27, 1999).
3. Registration Rights Agreement by and between World CallNet, Inc. and
MailTV Pty Ltd (incorporated by reference to Exhibit 10.1of the Form 8-K filed
by World CallNet, Inc. (Commission File No. 1-12835) with the Securities and
Exchange Commission on October 15, 1999).
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4. Clarification Agreement, dated February 23, 2000, between World CallNet,
Inc. and MailTV Pty Ltd.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: March 13, 2000 MAILTV PTY LTD
By: /s/ Peter Boonen
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Name: Peter Boonen
Title: Managing Director
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ANNEX A
Set forth below are the name, positions with MailTV, business address and
principal occupation or employment of each director and executive officer of
MailTV.
<TABLE>
<CAPTION>
Name, Position with MailTV
and Business Address Principal Occupation or Employment
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<S> <C>
Peter Boonen, Managing Director Managing Director of MailTV Pty Ltd and
Level 19, 323 Castlereagh St. President and CEO of KeyClub.net, Inc.
Sydney, New South Wales, Australia 2000
Gerard Farley, Marketing Manager Marketing Manager of MailTV Pty Ltd
Level 19, 323 Castlereagh St.
Sydney, New South Wales, Australia 2000
</TABLE>
KeyClub.net., Inc., a Florida corporation whose business address is
Suite 711, 101 East Park Boulevard, Plano, Texas 75074, is the only shareholder
of MailTV which may be deemed a controlling shareholder of MailTV.
Set forth below are the name, positions with KeyClub, business address
and principal occupation of each director and executive officer of KeyClub.
<TABLE>
<CAPTION>
Name, Position with KeyClub
and Business Address Principal Occupation or Employment
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<S> <C>
Peter Boonen Managing Director of MailTV Pty Ltd and
Director, President and CEO President and CEO of KeyClub.net, Inc.
Level 19, 323 Castlereagh St.
Sydney, New South Wales, Australia 2000
Barry Evans Executive Chairman of KeyClub.net, Inc.
Director and Chairman
Suite 711
101 East Park Boulevard
Plano, TX 75074
</TABLE>
Select Corporate Services, Inc. owns approximately 27% of the shares of
KeyClub.net, Inc. and Vanity A.V.V. owns approximately 23% of the shares of
KeyClub.net, Inc.
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EXHIBIT 4
CLARIFICATION AGREEMENT
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This CLARIFICATION AGREEMENT (the "Agreement") made between WORLD
CALLNET, INC. ("WOWW") and MAILTV PTY, LTD ("MIVA"), effective this 23rd day of
February 2000.
RECITALS
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1. WOWW and MTVA hereby acknowledge that they have not completed their
obligations respectively with respect to their performance of
Conditions Precedent under the Stock Purchase Agreement dated 30th
September 1999, and as amended on 30th November 1999, 15th December
1999, and 22nd December 1999 (the "Stock Purchase Agreement").
2. Without any admission or denial of liability, both parties believe that
they have claims against the other in connection with the other's
performance under the Stock Purchase Agreement and both parties desire
to resolve same amicably.
IN CONSIDERATION OF THE SETTLEMENT OF EACH PARTY'S CLAIMS AGAINST THE OTHER
PARTY THERETO, THE PARTIES AGREE AS FOLLOWS:
1. Upon execution of this Agreement by both WOWW and MTVA the shareholders
meeting schedule for February 24, 2000 shall proceed a s a validly
convened meeting of shareholders with the full support of both MTVA and
WOWW.
2. Upon execution of this Agreement the threatened Legal Action outlined
in the two letters dated 22nd February 2000 headed "Notice of Default"
and "Notice of Invalidity of Noticed Shareholder Meeting" form MTVA
Legal Council, Mr. Lawrence I. Washor of Washor & Associates are
unreservedly and unconditionally withdrawn. Furthermore with respect to
the validity of the Shareholders Meeting and any claims that may have
existed from MTVA, its Directors, Officers and Agents are
unconditionally waived by MTVA, ITS Directors, Officers and Agents.
3. Upon execution of this Agreement WOWW shall ratify and confirm the
prior appointment of Mr. Gerard Farley and Mr. Peter Boonen tot he
Board of Directors of WOWW at the earliest opportunity.
4. The Asia Pacific Joint Venture Agreement between the parties and the
License Agreements for this Joint Venture and for the Australian rights
to MailTV shall be completed tot he joint satisfaction of the parties
and exchanged as a priority.
5. On completion by WOWW, and delivery and acceptance of all outstanding
Conditions Precedent to MTVA's performance under the Stock Purchase
Agreement dated 30th September 1999, and as amended on 30th November
1999, 15th December 1999, and 22nd
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December 1999, MTVA shall settle all payments due to WOWW within 30
days from the date of completion by WOWW.
6. WOWW shall co-operate fully with MTVA in order to permit MTVA to
complete the due-diligence which is a condition precedent to closing
and further shall assist where requested to complete the due diligence
process and final settlement.
7. Upon such final settlement of clause 5, WOWW will convene a meeting of
shareholders to, inter alia, amend its Bylaws to make provision for
further appointments to the Board. If the shareholders meeting is
convened before final settlement between WOWW and MTVA, WOWW shall
amend its Bylaws to make provision for further appointments to the
Board.
8. MTVA shall have the right to match any WOWW share issuance and
purchase up to a maximum 50% equity holding in WOWW, provided they do
so at the greater of a) the price of the issue, or b) the average
closing price foe WOWW over the previous ten (10) trading days, or c)
the price of the most recent share issuance completed by WOWW and that
they do so within forty-five (45) days of being notified by WOWW that
the share issuance has been completed. If MTVA do purchase 50% of WOWW
on this basis and the resolution to increase the number of directors
on the Board of WOWW has been passed, MTVA will be entitled to appoint
a third director to the board of WOWW. No securities for specific
property. Furthermore WOWW shall assist investors in MTVA to complete
due diligence and shall in no way interfere or circumvent MTVA's
efforts to obtain capital from such investors.
9. All other terms shall be as set forth in the written Stock Purchase
Agreement as amended on 30th November 1999, 15th December 1999 and 22nd
December 1999.
SIGNED THIS 23RD DAY OF FEBRUARY 2000 AS A DEED OF SETTLEMENT AND AGREEMENT
BETWEEN THE PARTIES HERETO.
SIGNED BY THE DULY AUTHORISED REPRESENTATIVES OF THE PARTIES
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
WORLD CALLNET INC. MAILTV PTY LTD.
Signature /s/ Aaron Goodman-Simpson Signature /s/ Gerard A. Farley
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Name Aaron Goodman-Simpson Name Gerard A. Farley
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(please print) (please print)
Position Chief Operational Officer Position Director
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Date 23/2/2000 Date 23/2/2000
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