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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CYBERNET INTERNET INTERNATIONAL SERVICES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
232503 102
(CUSIP Number)
Date of Event Which Requires Filing of this Statement
March 31, 1999
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
/ / Rule 13d-1(c)
|X| Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 7
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CUSIP No. 232503 102
1. NAMES OF REPORTING PERSONS.
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITY ONLY). Roland Manger
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION Germany
Number of 5. Sole Voting Power 285,444.25(2)
Shares Bene- -----------------------------------------------------
ficially by 6. Shared Voting Power None
Owned by -----------------------------------------------------
Each Reporting 7. Sole Dispositive Power 285,444.25(2)
Person With: -----------------------------------------------------
8. Shared Dispositive Power None
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 285,444.25(2)
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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11. Percent of Class Represented by Amount in Row (11) 1.48%
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instruction) IN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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CUSIP No. 232503 102
1. NAMES OF REPORTING PERSONS.
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITY ONLY). Thomas Schulz
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION Germany
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Number of 5. Sole Voting Power 483,569(3)
Shares Bene- -----------------------------------------------------
ficially by 6. Shared Voting Power None
Owned by Each -----------------------------------------------------
Reporting 7. Sole Dispositive Power 483,569(3)
Person With: -----------------------------------------------------
8. Shared Dispositive Power None
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person 483,569(3)
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (11) 2.50%
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instruction) IN
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<TABLE>
<CAPTION>
ITEM 1.
<S> <C> <C>
(a) Name of Issuer Cybernet Internet International Services, Inc.
(b) Address of Issuer's Principal Executive Offices Stefan-George-Ring 19-23, 81929 Munich, Germany
ITEM 2.
I. (a) Name of Person Filing Roland Manger
(b) Address of Principal Business Office or, if none,
Residence c/o Infobahn International GmbH
Weisskreuzacker 19
83339 Chieming, Germany
(c) Citizenship German
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 232503 102
II. (a) Name of Person Filing Thomas Schulz
(b) Address of Principal Business Office or, if none,
Residence c/o Infobahn International GmbH
Weisskreuzacker 19
83339 Chieming, Germany
(c) Citizenship German
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 232503 102
</TABLE>
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 780);
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-
8);
(e) |_| An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
(j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J);
</TABLE>
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
I. (a) Amount beneficially owned: 285,444.25(2)
(b) Percent of class: 1.48%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote:
285,444.25(2)
(ii) Shared power to vote or to direct the vote: None.
(iii) Sole power to dispose or to direct the disposition
of: 285,444.25(2)
(iv) Shared power to dispose or to direct the disposition
of: None
II. (a) Amount beneficially owned: 483,569(3)
(b) Percent of class: 2.50%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 483,569(3)
(ii) Shared power to vote or to direct the vote: None.
(iii) Sole power to dispose or to direct the disposition
of: 483,569(3)
(iv) Shared power to dispose or to direct the disposition
of: None
Instruction: For computation regarding securities which represent a right to
acquire an underlying security see Section 240.13d-1(b)(1)(ii)(I).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LOSS OF CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following |_|.
Instruction: Dissolution of a group requires a response to this
item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response to
this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to
Rule Section 240.13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a group has filed this schedule pursuant to Section 240.13d-1(c) or Section
240.13d-1(d), attach an exhibit stating the identity of each Member of the
group. See Exhibit A.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
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ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
May 19, 1999 May 19, 1999
/s/Thomas Schulz /s/Roland Manger
-------------------------- -------------------------------
Thomas Schulz Roland Manger
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them of
a statement on Schedule 13G (including amendments thereto) with respect to the
common stock of the Issuer and further agree that this Agreement be included as
an exhibit to such filing. The parties to the Agreement expressly authorize each
other to file on each other's behalf any and all amendments to such statement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on May 19,
1999.
/s/Thomas Schulz /s/Roland Manger
-------------------------- -------------------------------
Thomas Schulz Roland Manger
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EXHIBIT A (Pursuant to Item 8)
Members of the Group:
Roland Manger (1) (2)
Thomas Schulz (1) (3)
Andreas Eder (1)
Rudolf Strobl (1)
Holger Timm (1)
Cybermind AG (1)
Notes
(1) Party to Pooling and Trust Agreement, dated August 18, 1997, as described in
the Issuer's Form S-1, filed on September 18, 1998, as amended (the "Pooling
Agreement"), which regulates the transfer and disposition of an aggregate of
5,160,000 shares of common stock.
(2) These securities are owned solely by Mr. Roland Manger, who is or may be a
member of a "group" with Mr. Thomas Schulz and certain others as a result of
the Pooling Agreement. Mr. Manger disclaims the existence of a group, disclaims
beneficial ownership of any securities covered hereby owned by Mr. Schulz and
disclaims beneficial ownership of any securities owned by any other person in
the group. Includes 9,375.25 shares of the Issuer's Series A Preferred Stock
which are currently convertible to Common Stock.
(3) These securities are owned solely by Mr. Thomas Schulz, who is or may be a
member of a "group" with Mr. Roland Manger and certain others as a result of the
Pooling Agreement. Mr. Schulz disclaims the existence of a group, disclaims
beneficial ownership of any securities covered hereby owned by Mr. Manger and
disclaims beneficial ownership of any securities owned by any other person in
the group. Includes 17,857 shares of the Issuer's Series A Preferred Stock
which are currently convertible into Common Stock.
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