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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:
Andreas Eder Joseph M. Berl, Esq.
Cybernet Internet Services Powell, Goldstein, Frazer &Murphy LLP
International, Inc. 1001 Pennsylvania Avenue, N.W.
Stefan-George-Ring 19-23 Sixth Floor
81929 Munich, Germany Washington, D.C. 20004
49-89-993-150 202 / 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 5 PAGES
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SCHEDULE 13D
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CUSIP NO. 232 503102 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andreas Eder
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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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
1,573,082 1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0 shares 1/
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,573,082 1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 shares 1/
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,573,082 1/
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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
8.2% of Common Stock 2/
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
____________
1/ Includes 323,620 shares of Common Stock held by Mr. Eder's spouse; also
includes 44,437 shares of Series A Preferred Stock, par value $0.01 per
share, convertible into Common Stock on a one-for-one basis (the "Series A
Preferred Stock"). Of the 44,437 shares of Series A Preferred Stock mentioned
in the prior sentence, 9,407 shares are held by Mr. Eder's spouse.
2/ This percentage is based on the number of outstanding shares of Common Stock
outstanding on April 2, 1999.
PAGE 2 OF 5 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 Schedule is being filed by Mr. Andreas Eder, an individual who is
a citizen of Germany. Mr. Eder is a director of the Company and its
Chairman, President and Chief Executive Officer. Mr. Eder's business
address is the principal executive office of the Company identified in
Item 1.
During the last five years, Mr. Eder has not (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. Eder was one of the founders of Cybernet Internet Dienstleistungen
AG formed in 1995 ("Cybernet AG") and the predecessor of the Company.
Mr. Eder acquired, as consideration for his 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 Mr. Eder to file this Schedule.
ITEM 4. PURPOSE OF TRANSACTION
See Item 3 above. Mr. Eder does not intend to use his holdings in the
Company's securities for any of the following purposes:
(a) The acquisition of additional securities, or disposition of
securities, of Cybernet;
(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;
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(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) Mr. Eder beneficially owns 1,573,082 shares of Common Stock
(and additional options to acquire 100,000 shares, none of which are
currently exercisable), which represent approximately 8.2% of the
outstanding shares of Common Stock and which include 323,620 shares of
Common Stock held by Mr. Eder's spouse; also include 44,437 shares of
Series A Preferred Stock, par value $.001 per share, convertible into
Common Stock on a one-for-one basis (the " Series A Preferred Stock").
Of the 44,437 shares of Series A Preferred Stock mentioned in the
prior sentence, 9,407 shares are held by Mr. Eder's spouse.
(b) Mr. Eder and, to his knowledge, his spouse each have the
sole power to vote, or to direct the voting of, their respective
shares of Common Stock. Subject to the Pooling Stock Agreement
described in Item 6 below, Mr. Eder and, to his knowledge, his spouse
each have the sole power to dispose of, or to direct the disposition
of, their respective shares, of Common Stock.
(c) Neither Mr. Eder nor, to his knowledge, his spouse, has
executed any transactions in respect of the Common Stock during the
preceding 60 days.
(d) 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, the Common Stock beneficially owned by Mr. Eder or, to
his knowledge, by his spouse.
(e) 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.
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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.
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.
Date: April 12, 1999 By: /s/ Andreas Eder
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Andreas Eder
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