As filed with the Securities and Exchange Commission on January 11, 1999
Registration No. 333-70835
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
AMENDMENT NO. 2
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EUROWEB INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
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<CAPTION>
Delaware 7379 13-3696015
- ---------------------------- --------------------------- ------------------
<S> <C> <C>
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Corporation or organization) Classification Code Numbers) Identification No.)
</TABLE>
445 Park Avenue, New York, New York 10022 (212) 758-9870
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(Address and telephone number of principal executive offices)
Frank R. Cohen, Cohen & Cohen
445 Park Avenue, 15th Floor New York, New York 10022, (212) 758-9870
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(Name, address and telephone number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ].
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box [ ].
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Calculation of Registration Fee
==========================================================================================================================
Proposed
Amount maximum Proposed Amount of
Title of securities to be offering price maximum aggregate registration
to be registered registered per share(1) offering price(1) fee
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<S> <C> <C> <C> <C>
Common stock, ($.001 Par value)(2).............. 1,806,666(2) $1.81 $2,935,832 $866.00
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the average high/low price on January 6, 1999 as quoted on
the NASDAQ system on January 6, 1999.
(2) Includes (i) 866,000 shares of Common Stock, $.001 par value per share
("Common Stock") of EuroWeb International Corp. (the "Company") issued to
private placement purchasers and (ii) 940,000 shares of Common Stock
issuable upon the exercise of warrants and options to purchase Common
Stock and options issued to private placement purchasers and consultants
to the Company.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED , 1999
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which this offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any state.
1,806,666 Shares
EUROWEB INTERNATIONAL CORP.
Common Stock
The stockholders of EuroWeb International Corp. listed on page 4 are
offering and selling 1,806,666 shares of EuroWeb common stock under this
prospectus. These stockholders purchased 866,666 EuroWeb shares privately from
EuroWeb and were granted 940,000 options to purchase 940,000 EuroWeb shares at
prices ranging from $1 to $2 per shares. EuroWeb has reserved these 940,000
shares for issuance to these stockholders but will not issue the 840,000 shares
to the stockholders until they pay the purchase price to EuroWeb.
EuroWeb stock is listed on the NASDAQ Small Cap Market and trades there
with the symbol "EWEB". On January 6, 1999, the closing price of one share of
common stock on the NASDAQ Small Cap Market was $1.81.
----------------------
THE EuroWeb shares offered or sold under this prospectus involve a high degree
of risk. see "Risk Factors" beginning on page 2.
----------------------
The EuroWeb shares offered or sold under this prospectus have not been approved
by the SEC or any state securities commission, nor has these organizations
determined that his prospectus is accurate or complete. any representation to
the contrary is a criminal offense.
The date of this prospectus is January 11, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
Prospectus Summary..................................................... 1
Risk Factors........................................................... 2
Use of Proceeds........................................................ 4
Selling Stockholders................................................... 4
Plan of Distribution.................................................. 5
Where You Can Find More Information................................... 6
Legal Matters.......................................................... 6
Experts................................................................ 6
<PAGE>
PROSPECTUS SUMMARY
This prospectus is part of a registration statement we filed with the SEC.
The registration statement includes exhibits and additional information not
included in the prospectus.
We have not authorized any person to give you any supplemental information
or make any representations for us. You should not rely upon any information
about EuroWeb International Corp. that is not contained in this prospectus or
in one of the EuroWeb's public reports filed with the SEC and incorporated into
this prospectus. Information contained in this prospectus or in EuroWeb's
public reports may become stale. You should not assume that the information in
this prospectus is accurate or complete as of any date other than the date on
the front of this prospectus. We are not making an offer of securities in any
state where the offer is not permitted.
THE COMPANY
EuroWeb International Corp. is a full service Internet service provider
operating in Hungary.
The Internet industry consists of three primary functions: 1) providing
access to the Internet; 2) maintaining ("hosting") the computers, known as
"servers," which store, and allow for access to, Web sites; and 3) developing
content, including graphics and database functions, for Web sites on the
Internet (known as "Value Added Services").
EuroWeb provides services in all three areas. However, EuroWeb derives 90%
of its revenues from providing access to the Internet, while 5% is derived from
the hosting and 5% from developing content.
Access to the Internet can be either through a leased line, which
maintains an open connection to the Internet at all times, or through a dial-up
service, which requires subscribers to dial a telephone number to connect to
the Internet.
EuroWeb offers a variety of access options, including leased-line and
dial-up lines.
On November 20, 1998, EuroWeb sold 51% interest in the stock of its wholly
owned subsidiary EuroWeb Rt. to PanTel Rt. Currently, EuroWeb is managing the
business of its subsidiary in Hungary in the same manner as before the sale.
EuroWeb's objective is for EuroWeb Rt. to become the leading Hungarian
Internet professional services firm. To achieve its goal, EuroWeb's strategy is
to expand EuroWeb Rt.'s Internet services, both through internal growth and
through business acquisitions outside of Hungary.
The office of EuroWeb in the United States is 445 Park Avenue, New York,
NY 10022; Telephone number: (212) 758-9870.
1
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RISK FACTORS
1. Limited operating history. Although EuroWeb was founded in November 1992,
it only entered the Internet business in January 1997 by acquiring three
operating Internet businesses. Accordingly, EuroWeb has only a limited
operating history on which to base an evaluation of its present business
and prospects. EuroWeb and its prospects must be considered in light of
the risks, expenses and difficulties frequently encountered by companies
in an early stage of development, particularly companies in new and
rapidly evolving markets such as Internet.
2. Accumulated deficit. EuroWeb has incurred net losses since inception, and
as of September 30, 1998 had an accumulated deficit of approximately $17.0
million. In 1997, the only complete year in which EuroWeb had Internet
operations, EuroWeb incurred a net loss of approximately $2.5 million. In
the first nine-month period ended September 30, 1998 EuroWeb had a net
loss of $766,462. On a pro forma basis, assuming that the acquisition by
EuroWeb of the three Internet services providers occurred on January 1,
1996, EuroWeb's consolidated net loss for the year ended December 31, 1996
would have been approximately $4.6 million. Although EuroWeb has
experienced revenue growth in recent months, these growth rates may not be
sustainable or indicative of future operating results. There can be no
assurance that EuroWeb will achieve or sustain profitability.
3. Risks related to expansion. EuroWeb has limited experience in effectuating
rapid expansion and there can be no assurance that EuroWeb will be able to
successfully expand its operations or manage growth.
4. Possible future capital needs. EuroWeb currently anticipates that its
available cash resources will be sufficient to meet its presently
anticipated working capital and capital expenditure requirements for at
least the next 12 months. However, EuroWeb may need to raise additional
funds in order to support more rapid expansion, acquire complementary
businesses or technologies or take advantage of unanticipated
opportunities through public or private financing, strategic relationships
or other arrangements. There can be no assurance that the additional
funding, if needed, will be available on terms acceptable to EuroWeb, or
at all. If adequate funds are not available on acceptable terms, EuroWeb
may be unable to develop or enhance its services and products or take
advantage of future opportunities either of which could have a material
adverse effect on EuroWeb's business, results of operations and financial
condition. EuroWeb may determine, depending upon the opportunities
available to it, to seek additional debt or equity financing to fund the
cost of acquiring subscriber bases or service firms. To the extent that
EuroWeb finances an acquisition with equity securities, any issuance of
equity securities would result in dilution to the interests of EuroWeb's
stockholders. Additionally, to the extent that EuroWeb incurs indebtedness
or issues debt securities in connection with any acquisition, EuroWeb will
be subject to risks associated with incurring substantial indebtedness,
including the risks that interest rates may fluctuate and cash flow may be
insufficient to pay principal and interest on any indebtedness.
5. Recruitment and retention of Internet professionals. EuroWeb's business of
delivering Internet services is labor intensive. Accordingly, EuroWeb's
success depends in part on its ability to identify, hire, train and retain
employees who can provide the Internet strategy, technology, marketing,
audience development and creative skills required by clients. There is
currently a shortage of this type of personnel, and this shortage is
likely to continue for the foreseeable future, EuroWeb competes intensely
for qualified personnel with other companies, and there can be no
assurance that EuroWeb will be able to attract, assimilate or retain other
highly qualified technical, marketing and managerial personnel in the
future. The inability to attract and retain the necessary technical,
marketing and managerial personnel would have a material adverse effect on
EuroWeb's business, results of operations and financial condition.
6. Competition. The market for Internet services is relatively new, intensely
competitive, rapidly evolving and subject to rapid technological change.
EuroWeb expects competition to persist, intensify and increase in the
future. EuroWeb's principal competitors are Datanet, which has a customer
base similar to that of EuroWeb but larger than EuroWeb's, and MATAV, the
national Hungarian telephone company, which targets residential rather
than business subscribers. EuroWeb believes it can compete on the basis of
the quality and reliability of its services, but there can be no assurance
that it will be able to compete successfully.
2
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7. Low barriers to entry. There are relatively low barriers to entry into
EuroWeb's business. Because professional services firms such as EuroWeb
rely on the skill of their personnel and the quality of their client
service, EuroWeb has no patented technology that would preclude or inhibit
competitors from entering the Internet services market. EuroWeb expects
that it will face additional competition from new entrants into the market
in the future. There can be no assurance that existing or future
competitors will not develop or offer services that provide significant
performance, price, creative or other advantages over those offered by
EuroWeb, which could have a material adverse effect on EuroWeb's business,
results of operations and financial condition.
8. Management of growth. EuroWeb's rapid growth has placed, and is expected
to continue to place, a significant strain on EuroWeb's managerial,
operational, financial and other resources. EuroWeb expects that continued
hiring of new personnel will be required to support its business.
EuroWeb's future success will depend, in part, upon its ability to manage
its growth effectively, which will require that EuroWeb continue to
implement and improve its operational, administrative and financial and
accounting systems and controls and to expand, train and manage its
employee base. There can be no assurance that EuroWeb's systems,
procedures or controls will be adequate to support EuroWeb's operations or
that EuroWeb's management will be able to achieve the rapid execution
necessary to exploit the market for EuroWeb's business model.
9. Rapid technological change. The market for Internet services is
characterized by rapid technological change, changes in user and client
requirements and preferences, frequent new product and service
introductions embodying new processes and technologies and evolving
industry standards and practices that could render EuroWeb's existing
service practices and methodologies obsolete. EuroWeb's success will
depend, in part, on its ability to improve its existing services, develop
new services and solutions that address the increasingly sophisticated and
varied needs of its current and prospective clients, and respond to
technological advances, emerging industry standards and practices, and
competitive service offerings. There can be no assurance that EuroWeb will
be successful in responding quickly, cost-effectively and sufficiently to
these developments. If EuroWeb is unable, for technical, financial or
other reasons, to adapt in a timely manner in response to changing market
conditions or client requirements, its business, results of operations and
financial condition would be materially adversely affected.
10. Dependence on key personnel. The success of EuroWeb will be dependent on
the personal efforts of Csaba Toro, Managing Director of Operations, Frank
R. Cohen, Chairman of the Board and Chief Executive Officer and Robert
Genova, President. Although EuroWeb has entered into an employment
agreement with Messrs. Cohen, Genova and Toro, the loss of the services of
any of these individuals could have a material adverse effect on EuroWeb's
business and prospects. EuroWeb does not have and does not intend to
obtain "key-man" insurance on the life of any of its officers. Mr. Toro
devotes all of his time to the affairs of EuroWeb, and Mr. Cohen and Mr.
Genova devote 90% of their time to the affairs of EuroWeb. Mr. Cohen is
also a member of Cohen & Cohen, a law firm that represents EuroWeb.
11. Government regulation and legal uncertainties. EuroWeb is not currently
subject to direct government regulation other than laws and regulations
applicable to businesses generally, and there are currently few laws or
regulations directly applicable to access to or commerce on the Internet.
However, due to the increasing growth and use of the Internet, it is
likely that a number of laws and regulations may be adopted at the local,
state, national or international levels with respect to the Internet
covering issues such as user privacy, freedom of expression, pricing of
products and services, taxation, information security or the convergence
of traditional communications services with Internet communications.
Moreover, the adoption of any of these kind of laws or regulations may
decrease the growth of the Internet, which could in turn decrease the
demand for EuroWeb's services or increase the cost of doing business or in
some other manner have a material adverse effect on EuroWeb's business,
results of operations or financial condition.
12. Foreign currency and exchange risks and rate revaluation. EuroWeb will be
subject to significant foreign exchange risk. There are currently no
meaningful ways to hedge currency risk in Hungary. Therefore, EuroWeb's
ability to limit its exposure to currency fluctuations is significantly
restricted.
3
<PAGE>
13. Dividends. EuroWeb has not previously paid any dividends on its common
stock and intends to follow a policy of retaining all of its cash flow
from operations, if any, to finance the development and expansion of its
business.
14. Possible delisting and risk of low-priced securities. The common stock is
currently being quoted on the NASDAQ Small Cap Market under the symbols
"EWEB." If EuroWeb is unable to satisfy the NASDAQ Small Cap Market
maintenance criteria in the future, its common stock may be delisted from
trading on the NASDAQ Small Cap Market. If it did not qualify for this
listing, trading, if any, would thereafter be conducted in the
over-the-counter market in the so-called "pink sheets" or the "Electronic
Bulletin Board" of the National Association of Securities Dealers, Inc.
("NASD"), and consequently an investor could find it more difficult to
dispose of, or to obtain accurate quotations as to the price of EuroWeb's
securities.
15. Limitation on director liability. As permitted by Delaware Corporation
law, EuroWeb's certificate of incorporation limits the liability of
Directors to EuroWeb or its stockholders for monetary damages for breach
of a Director's fiduciary duty except for liability in certain instances.
As a result of EuroWeb's charter provision and Delaware law, stockholders
may have a more limited right to recover against Directors for breach of
their fiduciary duty other than as existed prior to the enactment of the
law.
USE OF PROCEEDS
All net proceeds from the sale of shares will go to the stockholders who
offer and sell their shares. Accordingly EuroWeb will not receive any proceeds
from sales of the shares.
SELLING STOCKHOLDERS
EuroWeb agreed under its private placement and consulting agreement with
the selling stockholders to use best efforts to register the EuroWeb shares
issued to the selling stockholders and to keep the registration statement
effective for 12 months, or, if earlier, the completion of the offering. Our
registration of EuroWeb shares does not necessarily mean that the selling
stockholders will sell all or any of the shares.
The shares listed below represent all of the shares that each of the
selling stockholders were issued or may be issued on exercise of a warrant or
option.
The following tables sets forth the number of shares of common stock
beneficially owned by each of the selling stockholders as of December 31, 1998,
the number of shares owned thereby covered by this Prospectus and the amount
and percentage ownership of each selling stockholder after the offering of the
shares offered hereby assuming all the shares covered by this Prospectus are
sold by the selling stockholders. Except as otherwise indicated by footnotes
below, none of the Selling Shareholders has had any position, office or other
material relationship with EuroWeb within the past three years other than as a
result of the ownership of the shares or other securities of EuroWeb.
<TABLE>
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SHARES OF COMMON
STOCK OWNED PERCENTAGE OF
BENEFICIALLY SHARES SHARES OWNED SHARES OWNED
NAME OF SECURITY HOLDER PRIOR TO OFFERING OFFERED AFTER OFFERING AFTER OFFERING
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Atlantis Capital Fund Ltd.(1)....... 533,333 533,333 0 0
Peter E. Klenner(2)................. 333,333 333,333 0 0
J.P. Carey, Inc.(3)................. 100,000 100,000 0 0
MJJ Management Group Corp.(4)....... 200,000 200,000 0 0
Peter E. Klenner(5)................. 100,000 100,000 0 0
Steve Altman(6)..................... 50,000 50,000 0 0
Kenneth S. Grossman(6).............. 25,000 25,000 0 0
Edward S. Gutman(6)................. 50,000 50,000 0 0
Hudson Investment Partners(6)....... 15,000 15,000 0 0
Augustus La Rocca and
Joseph La Rocca(6).................. 250,000 250,000 0 0
Joel Stuart(6)...................... 50,000 50,000 0 0
George Szajacs(6)................... 100,000 100,000 0 0
Total............. 1,806,666 1,806,666 0 0
</TABLE>
1. Shares purchased in a private placement completed on September 12, 1998.
2. Shares purchased in a private placement completed on September 15, 1998.
Mr. Klenner was president and a director of EuroWeb from its inception in
November 9, 1992 until October 30, 1996.
3. Includes 100,000 shares issuable upon exercise of 100,000 Warrants
received as compensation for acting as Placement Agent in connection with
a private placement.
4. Includes 200,000 shares issuable upon exercise of 200,000 Warrants received
for financial public relation services rendered and to be rendered to
EuroWeb.
5. Includes 100,000 shares issuable upon exercise of 100,000 Warrants received
for real estate consulting services rendered and to be rendered to EuroWeb.
6. Includes 540,000 shares issuable upon exercise of 540,000 Warrants
purchased in connection with a private placement closed in October 1996.
PLAN OF DISTRIBUTION
The selling stockholders may offer their EuroWeb shares at various times
in one or more of the following transactions:
o on the NASDAQ Small Cap market where our common stock is listed;
o in the over-the-counter market; o in negotiated transactions not on an
exchange or over-the counter;
o in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, at
negotiated prices or at fixed prices.
The selling stockholders may use broker-dealers to sell their shares. If
broker-dealers are used, they will either receive discounts or commissions from
the selling stockholder, or they will receive commissions from the purchasers
of shares for whom they acted as agents.
5
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on
public reference rooms. Our SEC filings are also available to the public from
the SEC's website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" this information we file
with them. This means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus. Information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:
1. Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1997;
2. Quarterly Report on Form 10-Q/A for the fiscal quarters ended March
31, 1998, June 30, 1998, and September 30, 1998;
3. Proxy Statements for the 1998 Annual Meeting of Stockholders held on
July 15, 1998;
4. Current Reports on Form 8-K dated November 20, 1998, as amended by
Current Report on Form 8K/A.
DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, our certificate of incorporation
authorizes us to issue 15,000,000 shares of common stock and 5,000,000 shares
of preferred stock. As of December 31, 1998, 6,444,916 shares of common stock
and no preferred stock were outstanding. The board of directors may issue
shares of the preferred stock at any time, in one or more series without
stockholder approval. The board of directors determines the designation,
relative rights, preferences and limitations of each series of preferred stock.
Common stockholders have the right to vote one vote per share on all
matters that require their vote. This could change if we amend our charter
documents.
Our transfer agent for the common stock is American Stock Transfer and
Trust Company.
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for EuroWeb
by Cohen & Cohen, 445 Park Avenue, New York, New York, 10022. Frank R. Cohen, a
partner of Cohen & Cohen, beneficially owns 10,000 shares of common stock and
holds 200,000 options to purchase 200,000 shares of common stock exercisable at
prices from $1 to $1 5/8. In addition, Frank R. Cohen, also, is Chairman of the
Board, secretary and Treasurer of EuroWeb.
EXPERTS
The financial statements incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP, independent certified public accountants, to
the extent and for the periods set forth in their report incorporated herein by
reference, and are incorporated herein in reliance upon the report given upon
the authority of said firm as experts in auditing and accounting.
6
<PAGE>
1,806,666 SHARES OF
COMMON STOCK
EUROWEB INTERNATIONAL CORP.
COMMON STOCK
PROSPECTUS
JANUARY 11, 1999
<PAGE>
FORM S-3, PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of issuance and distribution
The following table sets forth the expenses (other than underwriting
discounts and commissions) which other than the SEC registration fee are
estimates, payable by the Registrant in connection with the sale and
distribution of the shares registered hereby:
SEC registration fee.............................. $866.00
Total $866.00
=======
Item 15. Indemnification of directors and officers
Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides, in general, that a corporation incorporated under the laws
of the State of Delaware, such as registrant, may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than a derivative action by or in
the right of the corporation) by reason of the fact that any person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
person in connection with the action, suit or proceeding if the person acted in
good faith and in a manner the person is reasonable believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the director,
officer, employee or agent of the corporation person's conduct was unlawful. In
the case of a derivative action, a Delaware corporation may indemnify any
person against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of the
action or suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which the person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or any other court in which the action was
brought determines the person is fairly and reasonably entitled to indemnity
for the expenses. Section 10 of the Company's certificate of incorporation, and
Article X of the Company's By-laws filed in Exhibit 3(d) to the Registrant's
initial public offering on Form SB-2 under Registration Number 33-62672-NY
provide that the Company shall indemnify its officers, directors, employees and
agents to the extent permitted by the DGCL. In addition, Section 9 of the
Company's certificate of incorporation filed as Exhibit 3(a) to the
Registrant's initial public offering on Form SB-2 under Registration Number
33-62672-NY provides, in general, that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
beach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL (which provides
that under certain circumstances, directors may be jointly and severally liable
for willful or negligent violations of the DGCL provisions regarding the
payment of dividends or stock repurchases or redemptions), or (iv) for any
transaction from which the director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and persons controlling the
Company pursuant to the foregoing provisions or otherwise The Company has been
advised that in the opinion of the Securities and Exchange Commission the
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
II-1
<PAGE>
Item 16. Exhibits
5. Opinion of Cohen & Cohen
23. Consents
(a) BDO Seidman, LLP
(b) Cohen & Cohen (contained in opinion filed as Exhibit 5)
Item 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment hereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
this Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed
in this Registration Statement or any material
change to the information in this Registration
Statement, provided, however, that clauses (1) and
(ii) do not apply if the information required to be
included in a post-effective amendment by those
clauses is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered, herein and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the Offering.
(b) The undersigned registrant hereby undertakes that for the purpose
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the undersigned Registrant pursuant to the foregoing
provisions, or otherwise, the undersigned Registrant has been advised that in
the opinion of the Securities and Exchange Commission the indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against the liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by the director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether the indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of the
issue.
II-2
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-3/A, and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of New York, State of New York, on February 16, 1999.
EUROWEB INTERNATIONAL CORP.
By: /s/Frank R. Cohen
------------------------------------
Frank R. Cohen, Chairman of the Board
Each of the undersigned does hereby appoint Robert Genova and Frank R.
Cohen and, each of them severally, its or his true and lawful attorneys to
execute on behalf of the undersigned any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission. Each of the attorneys shall have the power
to act hereunder with or without the other.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed below by the following persons in the
capacities and on the dates stated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Frank R. Cohen Chairman of the Board, Chief Executive February 16, 1999
- -----------------
Frank R. Cohen Officer, Principal Financial Officer,
Secretary
/s/Robert Genova Director, President February 16, 1999
- ----------------
Robert Genova
/s/Csaba Toro Director, Vice President and Treasurer February 16, 1999
- -------------
Csaba Toro
/s/Richard G. Maresca Director February 16, 1999
- ---------------------
Richard G. Maresca
/s/Donald K. Roberton Director February 16, 1999
- ---------------------
Donald K. Roberton
</TABLE>
