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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C, 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 19, 2000
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Asia Web Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Commission File Number 000-27757
Delaware 33-0529299
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(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
1947 Camino Vida Roble, Suite 102, Carlsbad, California 92008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 804-0023
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Acubid.com, Inc.
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) With respect to the transaction described in ITEM 2 of this
report, there has been a change in control of the Registrant
represented by 44,000,000 new common shares issued by the
Registrant.
In conjunction with the transaction, there were certain
changes to the Registrant's Board of Directors. Michael
Schaffer, Chairman of the Board and Chief Executive Officer
will remain as Chief Executive Officer and as a member of the
Board of Directors Waddy Stephenson, Director and Vice
President of Technical Development and Secretary will remain
in those positions. Lawrence Schaffer, Director and President
did not stand for re-election and ceased to be a member of the
Board of Directors upon the closing of the transaction
described in ITEM 2. Mr. Lawrence Schaffer did retain his
position as President.
Upon the closing of the transaction described in ITEM 2, six
new directors, elected at the Annual Meeting of Stockholders
on May 22, 2000, joined the Board of Directors. After his
election and the closing, Tjahjono Soerjodibroto, an
Indonesian citizen, was appointed to serve a five year term as
Chairman of the Board of Directors and will receive annual
compensation of $200,000 and certain stock options. Outside
directors include: William Millard; Terry Giles; Raj Singam, a
citizen of Singapore; Gordon Holterman; and, Bosko Djordjevic.
(b) There are currently no arrangements that will result in a
change of control of the Registrant.
Beneficial owners of more than 5% of the outstanding Common
Stock of the Registrant, after giving effect to the
transaction described in ITEM 2 of this report are as follows:
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Name and Address Amount and Percentage
of Nature of of
Beneficial Owner Beneficial Ownership Ownership (1)
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Alanberg Pte. Ltd. (2)(3)(4) 41,400,000 shares of 78.40%
20 Raffles Place #17-00 Common Stock of
Ocean Tower, Singapore Record and Beneficially
048620
(1) Percentage of ownership based on voting rights associated with total
outstanding common shares of 52,803,160 issued and outstanding after
giving effect to the transaction described in ITEM 2 of this report.
(2) The Directors of Alanberg Pte Ltd. are as follow: Raj Singam; Dewi
Gontha Sulisto; Francois Gontha; and Noorjahan Meurling.
(3) Registrant will amend this Form 8-K to provide additional information
on the capital structure of Alanberg Pte. Ltd. as it becomes available.
(4) After the Closing of the transaction described in ITEM 2, Alanberg Pte
Ltd sold or otherwise conveyed 2,600,000 share of the Registrant's
Common Stock to Kingslake Holding Pte. Ltd.
After giving effect to the transaction with the Selim K.
Zilkha Trust ("Zilkha Trust") described in ITEM 2, beneficial and record owners
of more than 5% of the outstanding Common Stock of the Registrant, is as
follows:
Name and Address Amount and Percentage
of Nature of of
Beneficial Owner Beneficial Ownership Ownership (1)
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Alanberg Pte. Ltd. (2)(3)(4) 41,400,000 shares of 63.89%
20 Raffles Place #17-00 Common Stock of
Ocean Tower, Singapore Record and Beneficially
048620
Selim K. Zilkha Trust 12,000,000 shares of 18.52%
c/o Selim K. Zilkha Common Stock
1001 McKinney , Beneficially
Suite 1900
Houston, Texas 77002
(1) Percentage of ownership based on voting rights associated with total
outstanding common shares of 64,803,160 issued and outstanding after
giving effect to the transaction described in ITEM 2 of this report.
This assumes the conversion of the One Million shares of the Series B
Preferred Stock held by the Zilkha Trust into Five Million shares of
Common Stock and the exercise of both Warrants granted to the Zilkha
Trust for an additional Seven Million common shares.
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(2) The Directors of Alanberg Pte Ltd. are as follow: Raj Singam; Dewi
Gontha Sulisto; Francois Gontha; and Noorjahan Meurling.
(3) Registrant will amend this Form 8-K to provide additional information
on the capital structure of Alanberg Pte. Ltd. as it becomes available.
(4) After the Closing of the transaction described in ITEM 2, Alanberg Pte
Ltd sold or otherwise conveyed 2,600,000 share of the Registrant's
Common Stock to Kingslake Holding Pte. Ltd.
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
(1) Stock Purchase Agreement for the Acquisition of 90% of the
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Outstanding Shares of PT. Jaring Data Interaktif
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On March 13, 2000, the Registrant entered into a Stock
Purchase Agreement with Adisatrya Surya Sulisto ("Seller" or "Sulisto"), owner
of at least 90% of the issued and outstanding shares of Jaring Data Interaktif,
("JDI") wherein and whereby, the Registrant, through its wholly owned
subsidiary, Acubid Acquisition Corp., was to purchase 90% of the issued and
outstanding shares of JDI in exchange for 44,000,000 shares of the Registrant's
Common Stock. The Stock Purchase Agreement also contemplated that an additional
5,000,000 shares of the Registrant's common stock would be issued to the Seller
in the event that the Seller raised an additional $10,000,000 in capital for the
Registrant.
On March 27, 2000, Registrant entered into an Amended and
Restated Stock Purchase Agreement (the "Agreement") which replaced the Stock
Purchase Agreement executed March 13, 2000. This Agreement did not differ
significantly from the March 13, 2000 Stock Purchase Agreement and essentially
clarified certain terms of the original agreement and expanded the
representations and warranties made by the Registrant and Seller. Again, in this
Agreement, the Registrant, through its wholly owned subsidiary, Acubid
Acquisition Corp., was to purchase 90% of the issued and outstanding shares of
JDI from Seller in exchange for 44,000,000 shares of the Registrant's common
stock.
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The Agreement also provided that Seller contemplated entering
into an arrangement with the Selim K. Zilkha Trust ("Zilkha" or the "Trust")
wherein the Trust would purchase 5,000,000 shares of Registrant's Common Stock
in exchange for a $10,000,000 capital infusion in the Registrant. It was
contemplated that this Private Placement would close simultaneously with the
closing under the Agreement and after Registrant receives appropriate investment
representations from Zilkha. The Agreement further provided that Zilkha, would
be entitled to all the rights, remedies, and other benefits under the Agreement
as Seller, on a pro rata basis. One of these other benefits included certain
registration rights.
The Agreement granted Seller and Zilkha and any Transferee of
either with registration rights that included one demand registration and an
unlimited number of incidental or "piggyback" registrations. In all
"piggyback" registrations contemplated by the Agreement, the Registrant was to
pay all costs and expenses with the exception of underwriting commissions and
discounts, transfer taxes and legal fees for the selling shareholders. As for
the demand registration, the Agreement provided, that the Registrant was to pay
all costs and expenses with the exception of underwriting commissions and
discounts, transfer taxes and legal fees and Commission and NASD filing fee, and
state securities registration and filing fees attributable solely to inclusion
of the selling shareholders' stock in the registration statement.
Shareholder approval was required by the Agreement to complete
the transaction. Additionally, shareholder approval was also required since the
transaction contemplated a change in the name of the Registrant to Asia Web
Holdings, Inc. and since the completion of the transaction required increasing
the authorized shares of Common Stock from 50,000,000 to 100,000,000.
The Agreement provided that prior to closing, the Bylaws of
the Registrant and its wholly owned subsidiary would be amended to increase the
Board of Directors to eight (8) directors. Upon closing, the Agreement
contemplated that when the Registrant solicited proxies for approval of the
Agreement by the Shareholders, it would also solicit proxies for the election of
a Board of Directors consisting of eight persons, six (6) of which were to be
designated by the Seller and two of which were to be designated by the current
management.
The Agreement further contemplated that, upon closing, Michael
Schaffer, the Registrant's current Chief Executive Officer would enter into an
employment agreement in which Mr. Schaffer i) would serve as Chief Executive
Officer for a period of five (5) years; ii) receive an annual salary of $150,000
per year plus a qualified option package; iii) may be terminated by the
Registrant, at any time, by providing him with a severance of 1 1/2 years of
compensation at any time during the first year, 1 year compensation during the
next three years, and 1/2 year compensation during the fifth or last year. The
Agreement further contemplated providing Lawrence Schaffer, President, and Waddy
Stephenson, Chief Technical Officer similar employment contracts at their
present compensation levels.
The Agreement contemplated that closing would occur no later
than August 31, 2000 and that the Agreement could be terminated by either party
if the closing did not occur by that date.
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Closing was also subject to the approval of the Indonesian
Badan Penanaman Modal or Investment Board and was obtained on March 27, 2000.
Closing was also subject to the approval of the Ministry of Laws and Legislation
of the amended Articles of Association of JDI reflecting the position of the
Registrant as a shareholder. Final approval of the Ministry of Laws and
Legislation was obtained on June 6, 2000. Amended and final approval of Badar
Penanaman Modal or Investment Board was obtained on June 16, 2000.
The Agreement also contemplated that the Seller would transfer
the JDI stock to an offshore entity which would be substituted in the in the
place of the Seller.
The Annual Meeting of Stockholders was held on May 22, 2000
and at that meeting, the shareholders of the Registrant approved and adopted
the following:
(1) Amended and Restated Stock Purchase Agreement, dated
as of March 24, 1999 (the "Agreement"), by and among
AcuBid, AcuBid Acquisition Corporation ("Acquisition
Corp."), PT Jaring Data Interaktif ("JDI") and
Adisatrya Suryo Sulisto ("Sulisto") or his assignee
pursuant to which AcuBid, through Acquisition Corp.,
wouldl purchase 90% of the issued and outstanding
shares of JDI from Sulisto in exchange for 44,000,000
shares of AcuBid common stock, par value $.001 per
share (the "Common Stock")This agreement also
contemplated that at the time of the Acquisition,
Selim K. Zilkha Trust ("Zilkha") who had indicated an
interest in acquiring shares of the Registrant if the
Acquisition is completed, would purchase 5,000,000
shares of Common Stock at $2.00 per share for an
aggregate purchase price of $10,000,000.
(2) Amendments to the Company's Certificate of
Incorporation to increase the number of authorized
shares of Common Stock from 50,000,000 to 100,000,000
shares and change the name of the Company to Asia Web
Holdings, Inc.;
(3) The election of the Michael Schaffer; Waddy
Stephenson; Tjahjono Soerjodibroto; William Millard;
Terry Giles; Raj Singam; Gordon Holterman; and, Bosko
Djordjevic to the Board of Director for a term of one
year and effective upon Closing;
(4) The 1999 Incentive Equity Plan;
(5) The 1999 Stock Option Plan for Non-Employee
Directors; and,
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(6) The ratification of the appointment of Israeloff,
Trattner & Co., P.C. as the Registrants independent
auditors for the fiscal year ending August 31, 2000.
Implementation of No.2 above was condition on approval of No.
1 and the completion of the Acquisition. The election of the six directors
recommended by Sulisto (all of the above, excluding Michael Schaffer and Waddy
Stephenson) was only to be effective upon closing of the Acquisition.
On June 2, 2000, Registrant filed the Restated Certificate of
Incorporation of Acubid.com, Inc. changing the authorized shares and changing
the name of the Company from Acubid.com, Inc. to Asia Web Holdings, Inc.
Between May 22, 2000 and June 28, Registrant entered into the
following agreements with the officers and directors, including some of the
directors whose election was to be effective upon closing:
Michael Schaffer
An employment agreement between Michael Schaffer and Asia Web
Holdings, Inc was entered into on June 1, 2000. In return for his serving as
Chief Executive Officer for the next five years, Mr. Schaffer will receive an
annual salary of $150,000 plus a monthly car allowance of $500. Additionally, in
the employment agreement, Mr. Schaffer was granted options to purchase 500,000
shares of common stock. Of those 500,000 options, 300,000 are non-qualified
options and subject to the terms of a Stock Option Agreement also executed on
June 1, 2000. The remaining 200,000 options are incentive equity options and
subject to the terms of the Company's Incentive Equity Plan. The non-qualified
options vest at a rate of 150,000 per year, the first vesting commencing
immediately with the signing of the employment agreement. The exercise price for
the non-qualified options shall be $2.50 per share. The incentive equity options
vest at a rate of 40,000 per year, the first vesting commencing immediately with
the signing of the employment agreement. The exercise price for the incentive
equity options is $2.50 per share. No additional director compensation is
presently provided to Mr. Schaffer. In the event Mr. Schaffer is terminated by
the Registrant without cause, Registrant is obligated to pay Mr. Schaffer: (a)
an amount equal to one and one half times one year of the his base salary if his
employment is terminated within the first year; (b) an amount equal to one year
of his base if Mr. Schaffer is terminated during the three years following the
first anniversary of the employment agreement; and, (c) an amount equal to one
half of one year of the base salary if Mr. Schaffer is terminated any time
thereafter during the term of the employment agreement.
Waddy Stephenson
An employment agreement between Waddy Stephenson and Asia Web
Holdings, Inc was entered into on June 1, 2000. In return for his serving as
Chief Technology Officer for the next five years, Mr. Stephenson will receive an
annual salary of $100,000 plus a monthly car allowance of $450. Additionally, in
the employment agreement, Mr. Stephenson was granted options to purchase 100,000
shares of common stock. These options are incentive equity options, subject to
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the terms of the Company's Incentive Equity Plan, and vest at a rate of 40,000
per year, the first vesting commencing immediately with the signing of the
employment agreement. The exercise price for the options is $2.50 per share. No
additional director compensation is presently provided to Mr. Stephenson. In the
event Mr. Stephenson is terminated by the Registrant without cause, Registrant
is obligated to pay Mr. Stephenson: (a) an amount equal to one and one half
times one year of the his base salary if his employment is terminated within the
first year; (b) an amount equal to one year of his base if Mr. Stephenson is
terminated during the three years following the first anniversary of the
employment agreement; and, (c) an amount equal to one half of one year of the
base salary if Mr. Stephenson is terminated any time thereafter during the term
of the employment agreement.
Lawrence Schaffer
An employment agreement between Lawrence Schaffer and Asia Web
Holdings, Inc was entered into on June 1, 2000. In return for his serving as
President for the next five years, Mr. Schaffer will receive an annual salary of
$84,000 plus a monthly car allowance of $450. In the event Mr. Schaffer is
terminated by the Registrant without cause, Registrant is obligated to pay Mr.
Schaffer: (a) an amount equal to one and one half times one year of the his base
salary if his employment is terminated within the first year; (b) an amount
equal to one year of his base if Mr. Schaffer is terminated during the three
years following the first anniversary of the employment agreement; and, (c) an
amount equal to one half of one year of the base salary if Mr. Schaffer is
terminated any time thereafter during the term of the employment agreement.
Terry Giles
An agreement between Terry Giles and Asia Web Holdings, Inc
was entered into on June 14, 2000. In return for his serving as a Director of
Asia Web Holdings, Inc for the next five years, Mr. Giles was granted options to
purchase 500,000 shares of common stock. These options are non-qualified options
and vest at a rate of 100,000 per year, the first vesting commencing immediately
with the signing of the agreement. The exercise price for the options is $2.00
per share.
William Millard
An agreement between William Millard and Asia Web Holdings,
Inc was entered into on June 14, 2000. In return for his serving as a Director
of Asia Web Holdings, Inc for the next five years, Mr. Millard was granted
options to purchase 500,000 shares of common stock. These options are
non-qualified options and vest at a rate of 100,000 per year, the first vesting
commencing immediately with the signing of the agreement. The exercise price for
the options is $2.00 per share.
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Tjahjono Soerjodibroto
A services agreement between Tjahjono Soerjodibroto and Asia
Web Holdings, Inc was entered into on June 28, 2000. In return for his serving
as Director and Chairman of the Board for the next five years, Mr. Soerjodibroto
will receive an annual salary of $200,000. Additionally, in the services
agreement, Mr. Soerjodibroto was granted options to purchase 150,000 shares of
common stock. These options are non-qualified options and vest at a rate of
30,000 per year, the first vesting commencing at the end of the first year of
service. The exercise price for the options is $2.00 per share.
Bosko Djordjevic
Mr. Djordjevic presently has no compensation package from Asia
Web Holdings, Inc.
Gordon Holterman
Mr. Holterman presently has no compensation package from Asia
Web Holdings, Inc.
Raj Singam
Mr. Singam presently has no compensation package from Asia Web
Holdings, Inc.
Pursuant to a Sale and Purchase Agreement dated June 12, 2000,
between Adisatrya Suryo Sulisto and Alanberg Pte. Ltd., a Singapore corporation,
("Alanberg" or "Seller"), Alanberg assumed all of the duties, rights and
obligations of Sulisto under the Amended and Restated Stock Purchase Agreement.
By June 19, 2000, all required Indonesian regulatory approval
and all conditions precedent had been fulfilled and the Transaction closed on
that date. At the closing, Registrant delivered to Alanberg certificates
representing 44,000,000 shares of the Registrant's Common Stock in exchange for
180,000,000 shares or 90% of the issued and outstanding shares of JDI's stock.
No other consideration was paid for 90% of the issued and outstanding shares of
JDI stock.
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On June 20,2000, Registrant and Alanberg entered into
Amendment No. 1 to the Amended and Restated Stock Purchase Agreement ("Amendment
No. 1") amended the provisions of Article III of the Agreement. Amendment No. 1
provided that Seller was to arrange for Zilhka to purchase 1,000,000 shares of
Registrants Series B Preferred Stock (convertible into 5,000,000 common shares)
at $10.00 per share (the "Preferred Shares"). Amendment No. 1 also provided that
Zilkha was to receive a Warrant to purchase an additional 5,000,000 shares of
Common Stock exercisable at $2.00 per share for the first three years after the
closing of the Transaction and $4.00 per share for an additional two years
thereafter. Additionally, Zilkha was to receive a second warrant to purchase an
additional 2,000,000 shares of Common Stock exercisable at $5.00 per share for
five years after the closing of the Transaction. Amendment III also provided
that Zilkha was entitled to all the same rights, remedies and other benefits
under the Agreement as the Seller, including registration rights.
On June 20, 2000, Registrant entered into a Registration
Rights Agreements with Zilkha which provided that Zilkha was entitled to one
demand registration and an unlimited number of incidental or "piggyback"
registrations. In all "piggyback" registrations, the Registrant was to pay all
costs and expenses with the exception of underwriting commissions and discounts,
transfer taxes and legal fees for the selling shareholders. As for the demand
registration, the Registrant was to pay all costs and expenses with the
exception of underwriting commissions and discounts, transfer taxes and legal
fees and Commission and NASD filing fee, and state securities registration and
filing fees attributable solely to inclusion of the selling shareholders' stock
in the registration statement.
On June 20, 2000, Registrant filed the Certificate of
Designations of the Series B Preferred with the Delaware Secretary of State. The
Preferred Shares have a Stated Value of $10.00 per share, rank senior to all
other securities of the Registrant, including later authorized classes, have a
liquidation preference, and are convertible, at any time into five common shares
for each preferred share. The Preferred Shares also contain an Economic
Anti-Dilution provision in the event that the Registrant sells Common Stock at a
more advantageous price than Two Dollars per share within ten years of the
issuance of the Preferred Shares.
On June 23, 2000, the Company closed the Private Placement
transaction with Zilha, issuing 1,000,000 shares of Series B Preferred Stock and
the two warrants described above, in exchange for 10,000,000.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired - Financial
Statements of JDI required to be filed with this Form 8-K are
not presently available and will be filed as an amendment to
the Form 8-K as they become available, but not later than 60
days from the due date for the filing of this report.
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(b) Pro Forma Financial Information - The pro forma financial
information will be filed as an amendment to this Form 8-K as
soon as it becomes available but not later than 60 day s from
the due date for the filing of this report.
(c) Exhibits - Exhibits filed in conjunction with this report in
accordance with Item 601 of Regulation S-K are as follows:
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Exhibit Description Page
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2.1 Stock Purchase Agreement Executed March 13, 2000
(Filed with Form 8-K on March 29, 2000)
2.2 Amended and Restated Stock Purchase Agreement
Executed March 27, 2000 (Filed with Form 8-K on
March 29, 2000 and Registrant's Definitive Proxy
filed on May 3, 2000)
2.3 Amendment No. 1 to the Amended and Restated Stock
Purchase Agreement Executed June 20, 2000
3(i) Restated Certificate of Incorporation of Acubid.com,
Inc. (filed with Registrant's Definitive Proxy on May
3, 2000.)
4.1 Certificate of Designations of the Series B Preferred Stock
Filed June 20, 2000
4.2 Warrant 1 Dated June 20, 2000 granted Selim Zilhka Trust
4.3 Warrant 2 Dated June 20, 2000 granted Selim Zilhka Trust
10.1 Employment Agreement with Michael Schaffer dated June
1, 2000
10.2 Stock Option Agreement with Michael Schaffer dated June
1, 2000
10.3 Employment Agreement with Waddy Stephenson dated June
1, 2000
10.4 Employment Agreement with Lawrence Schaffer dated June
1, 2000
10.5 Director's Compensation Agreement dated June 14, 2000
with Terry Giles
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10.6 Director's Compensation Agreement dated June 14, 2000
with William Millard
10.7 Director's Compensation Agreement dated June 28, 2000
with Tjahjono Soerjodibroto
10.8 Purchase and Sale Agreement dated June 12, 2000 between
Adisatrya Suryo Sulisto and Alanberg Pte Ltd, a Singapore
Corporation
10.9 Registration Rights Agreement dated June 20, 2000 between
Registrant and the Selim Zilhka Trust
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ACUBID.COM, INC. (Registrant)
Date: July 5, 2000
By: /S/ Lawrence Schaffer
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Lawrence Schaffer, President
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<CAPTION>
INDEX TO EXHIBITS
Exhibit Description Page
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<S> <C> <C>
2.1 Stock Purchase Agreement Executed March 13, 2000
(Filed with Form 8-K on March 29, 2000)
2.2 Amended and Restated Stock Purchase Agreement
Executed March 27, 2000 (Filed with Form 8-K on
March 29, 2000 and Registrant's Definitive Proxy
filed on May 3, 2000)
2.3 Amendment No. 1 to the Amended and Restated Stock
Purchase Agreement Executed June 20, 2000
3(i) Restated Certificate of Incorporation of Acubid.com,
Inc. (filed with Registrant's Definitive Proxy on May
3, 2000.)
4.1 Certificate of Designations of the Series B Preferred Stock
Filed June 20, 2000
4.2 Warrant 1 Dated June 20, 2000 granted Selim Zilhka Trust
4.3 Warrant 2 Dated June 20, 2000 granted Selim Zilhka Trust
10.1 Employment Agreement with Michael Schaffer dated June
1, 2000
10.2 Stock Option Agreement with Michael Schaffer dated June
1, 2000
10.3 Employment Agreement with Waddy Stephenson dated June
1, 2000
10.4 Employment Agreement with Lawrence Schaffer dated June
1, 2000
10.5 Director's Compensation Agreement dated June 14, 2000
with Terry Giles
10.6 Director's Compensation Agreement dated June 14, 2000
with William Millard
10.7 Director's Compensation Agreement dated June 28, 2000
with Tjahjono Soerjodibroto
10.8 Purchase and Sale Agreement dated June 12, 2000 between
Adisatrya Suryo Sulisto and Alanberg Pte Ltd, a Singapore
Corporation
10.9 Registration Rights Agreement dated June 20, 2000 between
Registrant and the Selim Zilhka Trust
</TABLE>
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