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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
232503 102
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(CUSIP Number)
January 25, 2000
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Date of Event Which Requires Filing of this Statement
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.
SEC 1745 (11-99)
Page 1 of 8
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CUSIP No. 232503 102
1. Names of Reporting Persons Roland Manger
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I.R.S. Identification Nos. of above persons (entities only).
- --------------------------------------------------------------------------------
2. Check the appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) X
------------------------------------------------------------------
- --------------------------------------------------------------------------------
3. SEC Use Only
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- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization Germany
---------------------------------
Number of 5. Sole Voting Power 294,819.5 (2)
Shares Bene- --------------------------------
ficially by 6. Shared Voting Power None
Owned by ------------------------------
Each Reporting 7. Sole Dispositive Power 294,819.5 (2)
Person With: ---------------------------
8. Shared Dispositive Power None
-------------------------
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person 294,819.5 (2)
----------------
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9) 1.2%
---------------------------
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instruction) IN
---------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 2 of 8
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CUSIP No. 232503 102
1. Names of Reporting Persons Thomas Schulz
--------------------------------------------------
I.R.S. Identification Nos. of above persons (entities only).
- --------------------------------------------------------------------------------
2. Check the appropriate Box if a Member of a Group (See Instructions)
(a)
-------------------------------------------------------------------
(b) X
-------------------------------------------------------------------
- --------------------------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization Germany
----------------------------------
Number of 5. Sole Voting Power 501,426 (3)
Shares Bene- ---------------------------------
ficially by 6. Shared Voting Power None
Owned by Each ------------------------------
Reporting 7. Sole Dispositive Power 501,426 (3)
Person With: ----------------------------
8. Shared Dispositive Power None
--------------------------
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person 501,426 (3)
----------------
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9) 2.1%
--------------------------
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instruction) IN
---------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 3 of 8
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INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons-
Furnish the full legal name of each person for whom the report is
filed - i.e., each person required to sign the schedule itself
including each member of a group. Do not include the name of a
person required to be identified in the report but who is not a
reporting person. Reporting persons that are entities are also
requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G"
below).
(2) If any of the shares beneficially owned by a reporting person are
held as a member of a group and that membership is expressly
affirmed, please check row 2(a). If the reporting person
disclaims membership in a group or describes a relationship with
other persons but does not affirm the existence of a group,
please check row 2(b) [unless it is a joint filing pursuant to
Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization - Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish
place of organization.
(5)-(9),(11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc. - Rows (5) through (9) inclusive, and (11) are to be
completed in accordance with the provisions of Item 4 of Schedule
13G. All percentages are to be rounded off to the nearest tenth
(one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in
row (9) does not include shares as to which beneficial ownership
is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the
Securities Exchange Act of 1934.
(12) Type of Reporting Person - Please classify each "reporting
person" according to the following breakdown (see item 3 of
Schedule 13G) and place the appropriate symbol on the form:
<TABLE>
<CAPTION>
Category Symbol
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank forms available from
the Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarify and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, the Commission is authorized
to solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Page 4 of 8
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Disclosure of the information specified in this schedule is
mandatory, except for I.R.S. identification numbers, disclosure of which is
voluntary. The information will be used for the primary purpose of determining
and disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.
Because of the public nature of the information, the Commission can
use it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule,
except for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later than
February 14 following the calendar year covered by the statement or
within the time specified in Rules 13d-1(b)(2) and 13d-2(c).
Statements filed pursuant to Rule 13d-1(c) shall be filed within
the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d).
Statements filed pursuant to Rule 13d-1(d) shall be filed not later
than February 14 following the calendar year covered by the
statement pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar
year as that covered by a statement on this schedule may be
incorporated by reference in response to any of the items of this
schedule. If such information is incorporated by reference in this
schedule, copies of the relevant pages of such form shall be filed
as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items
shall be so prepared as to indicate clearly the coverage of the
items without referring to the text of the items. Answer every
item. If an item is inapplicable or the answer is in the negative,
so state.
<TABLE>
<CAPTION>
<S> <C> <C>
ITEM 1.
(a) Name of Issuer Cybernet Internet Services International, 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 Herbert-v.-Karajan-Platz 1
A-5020 Salzburg, Austria
(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 Schiessstandstrasse 12,
A-5061 Elsbethen, Austria
(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:
(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);
(j) [ ] Group, in accordance with
Section 240.13d-1(b)(1)(ii)(J).
Page 5 of 8
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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: 294,819.5 (2)
(b) Percent of class: 1.2%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 294,819.5 (2)
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: 294,819.5 (2)
(iv) Shared power to dispose or to direct the
disposition of: None
II.(a) Amount beneficially owned: 501,426 (3)
(b) Percent of class: 2.1%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 501,426 (3)
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: 501,426 (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.
No 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.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
For 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.
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.
Page 6 of 8
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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.
February 7, 2000 February 7, 2000
/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 February
7, 2000.
/s/Thomas Schulz /s/Roland Manger
---------------- ----------------
Thomas Schulz Roland Manger
Page 7 of 8
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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 3,794 shares of the Issuer's Series A Preferred Stock
converted to Common Stock on January 25, 2000 and 14,954 shares of the Issuer's
Series A Preferred Stock converted to Common Stock on February 2, 2000.
(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 35,714 shares of the Issuer's Series A Preferred Stock
converted to Common Stock on February 1, 2000.
Page 8 of 8
