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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
232 503102
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(CUSIP Number)
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With a copy to:
Holger Timm Joseph M. Berl, Esq.
Trabener Strasse 12 Powell, Goldstein, Frazer & Murphy LLP
14193 Berlin, Germany 1001 Pennsylvania Avenue, N.W.
49 30 890 21220 Sixth Floor
Washington, D.C. 20004
202/624-7271
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 31, 1999
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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(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
PAGE 1 OF 7 PAGES
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13D
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CUSIP NO. 232 503102 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Holger Timm
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Germany
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SOLE VOTING POWER
7
NUMBER OF
962,175 1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,440,000 2/
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
962,175 1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,440,000 2/
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,402,175
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.7%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________________
1/ Includes 28,875 shares of Series A Preferred Stock held by Mr. Timm that are
currently convertible into Common Stock on a one-for-one basis.
2/ Includes 150,000 shares of Series A Preferred Stock and 1,290,000 shares of
Series B Preferred Stock held by Cybermind Interactive Europe AG (Cybermind)
that are currently convertible into Common Stock on a one-for-one basis.
Cybermind is a company that Mr. Timm can be deemed to control as a result of
his position as Chief Executive Officer and Head of the Managing Board and
his controlling majority ownership of its outstanding voting securities.
PAGE 2 OF 7 PAGES
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13D
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CUSIP NO. 232 503102 PAGE 3 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cybermind Interactive Europe, AG ("Cybermind")
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Germany
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,440,000 1/
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,440,000 1/
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,440,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1/ Includes 150,000 shares of Series A Preferred Stock and 1,290,000 shares of
Series B Preferred Stock held by Cybermind Interactive Europe AG (Cybermind)
that are currently convertible into Common Stock on a one-for-one basis.
Cybermind is a company that Mr. Timm can be deemed to control as a result of
his position as Chief Executive Officer and Head of the Managing Board and
his controlling majority ownership of its outstanding voting securities.
PAGE 3 OF 7 PAGES
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SCHEDULE 13D
FOR
CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
ITEM 1. SECURITY AND ISSUER
This Schedule relates to shares of common stock, $.001 par value per
share (the "Common Stock") of Cybernet Internet Services International,
Inc. (the "Company"). The address of the Company's principal executive
office is Stefan-George-Ring 19-23, 81929 Munich, Germany.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by the following persons or entitites
(collectively, the "Reporting Persons"):
(i) Holger Timm is the Chief Executive Officer of Berliner
Freiverkehr (Aktien) AG. Mr. Timm is a German citizen whose
business address is Trabener Strasse 12, 14193 Berlin, Germany.
(ii) Cybermind is a German corporation. The address of the principal
executive offices of Cybermind is AM Borsigturm 48,13507
Berlin, Germany.
During the last five years, none of the Reporting Persons has (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Timm and Cybermind were two of the founders of Cybernet Internet
Dienstleistungen AG formed in 1995 ("Cybernet AG") and the predecessor
of the Company. Mr. Timm and Cybermind acquired, as consideration for
their shares of Cybernet AG, the shares of the Company subject to this
Schedule in 1997 when the Company acquired Cybernet AG. On March 31,
1999, the Company filed a Form 8A and became a reporting company under
the Exchange Act of 1934, which requires the Reporting Persons to file
this Schedule.
ITEM 4. PURPOSE OF TRANSACTION
See Item 3 above. None of the Reporting Persons intends to use their
holdings in the Company's securities for any of the following purposes:
(a) The acquisition of additional securities, or disposition of
securities, of Cybernet;
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(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Cybernet or any of its
subsidiaries;
(c) The sale or transfer of a material amount of assets of Cybernet or
any of its subsidiaries;
(d) Any change in the present board of directors or management of
Cybernet, 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 Cybernet;
(f) Any other material change in Cybernet's business or corporate
structure;
(g) Changes in Cybernet's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of Cybernet by any person;
(h) Causing any class of securities of Cybernet to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of Cybernet becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any similar action to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Holger Timm beneficially owns 962,175 shares of Common Stock,
which includes 28,875 shares of Series A Preferred Stock held by Mr.
Timm that are currently convertible into Common Stock on a one-for-one
basis.
(b) Cybermind beneficially owns 5,160,000 Series B Preferred Stock,
1,290,000 of which are currently convertible into Common Stock on a
one-for-one basis and 600,000 shares of Series A Preferred Stock,
150,000 of which are currently convertible into Common Stock on a one-
for-one basis. Mr. Timm can be deemed to control Cybermind as a result
of his controlling majority ownership of its outstanding securities and
his position as Chief Executive Officer and Head of its Managing Board
of Cybermind.
(c) Mr. Timm and Cybermind each have the sole power to vote, or to
direct the voting of, their respective shares of Common Stock and
Series B Preferred Stock. Subject to the Pooling Stock Agreement
described in Item 6 below, Mr. Timm and Cybermind each have the sole
power to dispose of, or to direct the disposition of, their respective
shares, of Common Stock, Series A and Series B Preferred Stock. In
addition, as indicated in Item 5(b) above, Mr. Timm has the power to
direct the voting and disposal of the shares of Cybermind.
(d) Neither Mr. Timm nor Cybermind has executed any transactions in
respect of the Common Stock, Series A or Series B Preferred Stock
during the preceding 60 days.
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(e) There is no person that has the right to receive or the power
to direct the receipt of dividends from or the proceeds from the sale
of Common Stock, Series A and Series B Preferred Stock beneficially
owned by Mr. Timm or Cybermind.
(f) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
All the shares of capital stock listed are subject to a pooling trust
agreement restricting the beneficial owner from selling the shares
(unless the transferee is also subject to such restrictions), but
without affecting the vote of the shares (if entitled to vote). The
earliest date at which such shares may be sold is June 9, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Pooling Agreement referenced in Item 6 above is incorporated by
reference from Exhibit 10.6 to the Company's Registration Statement on
Form S-1 declared effective on December 2, 1998 and located under
Securities and Exchange Commission File No. 333-63755.
PAGE 6 OF 7 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
By: /s/ Holger Timm
Date: April 9, 1999 -----------------------------------
Holger Timm
Cybermind Interactive Europe AG
By: /s/ Holger Timm
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Date: April 9, 1999 Holger Timm
Chief Executive Officer
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