SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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) September 23, 1999
Euroweb International Corp.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-1200 13-3696015
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(Commission File Number) (IRS Employer Identification No.)
445 Park Avenue, 15th Floor, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 758 9870
N/A
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(Former name or former address, if changed since last report)
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8K
INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. Acquisition or Disposition of Assets
The registrant purchased from Slavia Capital o.c.p., a.s. (the
"transferor) 70% of the issued and outstanding stock of Global
Network Services a.s.c. a Slovakian corporation providing
Internet service primarily to businesses located in Bratislava
and other major cities in the Slovak Republic. Registrant paid
for shares
(a) USD $600,000 (six hundred thousand US Dollars); and
(b) USD 500,000 (five hundred thousand) in shares of its common stock;
and
(c) additional shares of Registrant's common stock to be issued to the
Transferor when the shares issued under paragraph (b) above are
registered, calculated to ensure that at that point, the value of
the shares in the Transferor issued in accordance with its
agreement amounts to USD $500,000 (five hundred thousand US
Dollars), market value.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired
If applicable, financial statements for the business acquisition
described in Item 2 will be filed in an amendment to this Form 8-K as
soon as practicable, but not later than 60 days after the date
hereof.
(b) Pro Forma Financial information
If applicable, Pro forma financial information for the transaction
described in Item 2 will be filed in an amendment to this Form 8-K as
soon as practicable, but not later than 60 days after the date hereof.
(c) Exhibits
Acquisition Agreement dated as of September 23, 1999 by and between
Registrant and Slavia Capital o.c.p., a.s. re purchase of 70% of
shares of Global Network Services a.s., filed as Exhibit 10 (oo),
amending agreement date June 11, 1999 which was filed as Exhibit
10(kk) annexed to Registrant's 10-QSB for the quarter ended
June 30, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Euroweb International Corp.
445 Park Avenue
New York, NY 10022
(Registrant)
By: /s/Frank R. Cohen
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Frank R. Cohen
Chief Executive Officer and
Chairman of the Board
Date: October 1, 1999
New York, New York
EXHIBIT 10(oo)
Amendment to Share Purchase Agreement
between
Slavia Capital, o.c.p., a.s.
as Vendor
and
Euroweb International Corp.,
as Purchaser
To: Mr. Rudolf Cizik From: Peter Szigiti
Company: Slavia Capital Company: EuroWeb Internet Service Provider
Fax: 421 7 59317112 Fax: 361 22 44 100
Dear Mr. Rudolf Cizik:
According to the Letter of Intent 4/b. point, Global Network Services had to be
debt free on the day of closing, which was July 12, 1999.
In the Share Purchase agreement 3.3. point, the USD 700,000 Purchase Price is
subject to adjustments and it shall be reduced by the amount equal to an
aggregate amount of the companies debt as of the date of the Closing Financial
Statements (annex 2).
Euroweb International Corporation has assigned an independent auditor company,
BDO sk, s.r.o. to review the financials of Global Network Services in order to
establish the amount of debt.
On 14 September, 1999, we have received the report of BDO SK, which showed a
debt of 4,991,489 Koruna as of the closing date, which is 112,682 USD.
Euroweb International Corporation has already transferred USD 600,000 from the
total purchase price of USD 700,000. Accordingly to the above calculation, the
final purchase price would be only USD 587,318. As Euroweb had paid more than
it should pay Mr. Csaba Toro suggests that you close the deal without paying
any further money to each other from any sides.
Please confirm whether you accept our proposal to Mr. Csaba Toro and me.
Yours sincerely,
Peter Szigiti
Controller
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AGREEMENT
made between
SLAVIA CAPITAL, o.c.p., a.s.
as Vendor
and
Euroweb Internatioanl Corporation
as Purchaser
The parties acknowledge that they signed a Share Purchase Agreement on July 12,
1999 in connection with the sales of certain part of Slavia Capital's shares
in the Company Global Network Services. In this agreement, the purchase price
is subject to adjustments on the basis of results of due diligence, which was
to be prepared by an independant auditor firm, BDO SK, s.r.o.
According to the share purchase agreement point 3.3 the parties agree that
they modify the cash component part of purchase price from US$ 700,000 to
US$ 600,000 (six hundred thousand American dollars) based on the due diligence
report that was delivered on September 14, 1999.
The date of this agreement is the closing date of cash component part of the
purchase price.
The parties also agree that the Purchase Price Payment Date - as specified in
the interpretation part of Share Purchase Agreement - is September 23, 1999.
Bratislava, September 20, 1999
Signed by:
Slavia Capital Euroweb International Corp.,
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Slavia Capital. a.s., o.c.p.
Fax Cover Sheet
From: Peter Gabalec, General Director
To: Peter Szigiti
Company: EuroWeb Internet Service Provider
Telephone: 361 22 44 000
Fax: 361 22 44 100
Pages: 1
Date: September 20, 1999
Comments:
Dear Mr. Szigeti:
With regard to your facsimile transmitted September 20, 1999 and with regard to
the offer of Mr. Csaba Toro to close the deal between EuroWeb Internet Service
Provider and Slavia Capital regarding the sale of Global Network Services,
without paying any money to each other from any sides, on behalf of
Slavia Capital, I accept your offer.
With best regards,
Mr. Peter Gabalec
General Director
