SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 8 - K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 20, 1998
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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)
<PAGE>
8K-2
INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. Acquisition or Disposition of Assets
Registrant prior to the instant transaction was the owner of 100% of EuroWeb
Rt., a company formed under the laws of the Republic of Hungary. On November
20, 1998, registrant sold 51% of the common stock of EuroWeb Rt. for $2,200,000
to PanTel Rt., a company formed under the laws of the Republic of Hungary.
EuroWeb Rt. is in the business of providing Internet services in Hungary.
PanTel Rt. is in the business of building a national telephone system in
Hungary. Other than the sale of the stock there has been no change in the
personnel or operations of EuroWeb Rt. Copies of the share purchase agreement,
the shareholders' agreement, and the founders' resolutions were signed between
the parties and are annexed..
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
The Unaudited Pro Forma Condensed Consolidated Balance Sheet of EuroWeb
International Corp. (the "Company") and Subsidiaries as of September 30, 1998
and the Unaudited Pro Forma Condensed Consolidated Statements of Loss and
Comprehensive Income(Loss) for the Year Ended December 31, 1997 and the nine
months ended September 30, 1998 (the "Pro Forma Financial Statements") have
been prepared to reflect the estimated effect of the following transactions
which are based on an agreement consummated November 20, 1998 between the
Company and PanTel Rt. (an unrelated Hungarian company):
a. The sale by the Company of 51% of its interest of EuroWeb Rt. for
$2,200,000 in cash.
b. The contribution by the purchaser of $300,000 to the capital of
EuroWeb Rt.
The Unaudited Pro Forma Condensed Consolidated Statements of Loss and
Comprehensive Income (Loss) give pro forma effect to the transactions as if
they had occurred on January 1, 1997. The pro forma adjustments related to the
Unaudited Pro Forma Condensed Consolidated Balance Sheet are computed as if the
transactions had occurred on September 30, 1998.
The Unaudited Pro Forma Condensed Consolidated Financial Statements have been
included as required and allowed by the rules of the Securities and Exchange
Commission and are provided for informational purposes only. The pro forma
statements of operations do not purport to be indicative of the results which
would have been obtained if the sale of the 51% interest in EuroWeb Rt. had
been effected on January 1, 1997 or which may be obtained in the future.
The accompanying unaudited pro forma condensed consolidated financial
statements should be read in conjunction with the historical financial
statements of the Company.
<PAGE>
EUROWEB INTERNATIONAL CORP.
INDEX
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1998
(Unaudited) 2
Pro Forma Condensed Consolidated Statement of Loss and Comprehensive
Income for the Year Ended December 31, 1997 (Unaudited) 3
Pro Forma Condensed Consolidated Statement of Loss and Comprehensive
Loss for the Nine Months Ended September 30, 1998 (Unaudited) 4
Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited) 5
<PAGE>
EUROWEB INTERNATIONAL CORP.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
-------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 803,918 $ (122,091)(A) $ 2,881,827
2,200,000 (B)
Prepaid and other current assets 566,946 (254,580)(A) 312,366
----------- ---------- -----------
Total current assets 1,370,864 1,823,329 3,194,193
Property and equipment and condominium
building held for sale, net 1,705,566 (205,566)(A) 1,500,000
Goodwill, net of accumulated amortization 1,267,707 (1,267,707)(A)(D) --
Investment in EuroWeb Rt. at equity -- 817,262 (E) 817,262
Other non-current assets 121,436 (69,100) 52,336
----------- ---------- -----------
$ 4,465,573 $1,098,218 $ 5,563,791
=========== ========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 621,980 (470,190)(A) $ 151,790
Other 76,000 -- 76,000
----------- ----------- -----------
697,980 (470,190) 227,790
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Deferred Revenue 58,041 (58,041)(A) --
----------- ---------- -----------
Common stock subject to mandatory redemption 125,000 125,000
----------- -----------
Stockholders' Equity:
Common stock 6,142 6,142
Additional paid-in capital 20,491,155 147,000(C) 20,638,155
Accumulated deficit (16,954,665) 1,479,449(F) (15,475,216)
Accumulated other comprehensive gain, net 41,920 41,920
----------- ---------- -----------
Total stockholders' equity 3,584,552 1,626,449 5,211,001
----------- ----------- -----------
$ 4,465,573 $1,098,218 $ 5,563,791
=========== ========== ===========
</TABLE>
Explanation of pro forma adjustments:
(A) To eliminate EuroWeb Rt.'s accounts
(B) To reflect sale of 51% interest in EuroWeb Rt as of September 30, 1998
(C) To reflect the capital contribution by PanTel Rt. to EuroWeb Rt.
(D) To reflect elimination of goodwill resulting from consolidating
EuroWeb Rt.
(E) To reflect the retained 49% interest in EuroWeb Rt. on the equity
method of accounting.
(F) To reflect gain on the sale of 51% interest
in EuroWeb Rt.
See accompanying notes to pro forma unaudited condensed
consolidated financial statements.
2
<PAGE>
EUROWEB INTERNATIONAL CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS
YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
-------------------------------------------------------
<S> <C> <C> <C>
Revenue - Internet $ 1,270,135 $(1,270,135)(A) --
----------- --------- ----------
Expenses - (Income)
Compensation and related costs 810,543 (134,638) 675,905
Amortization of goodwill 383,000 (383,000) --
Interest expense - net 893,166 (530) 892,636
Other 1,713,654 (1,363,382) 350,272
----------- ---------- ----------
Total 3,800,363 (1,881,550)(A) 1,918,813
----------- --------- ----------
Net income(loss) before equity in net loss of
EuroWeb Rt. (2,530,228) 611,415 (1,918,813)
Equity in net loss of EuroWeb Rt. -- (299,711)(B) (299,711)
---------- --------- ----------
Net income(loss) (2,530,228) 311,704 (2,218,524)
Other comprehensive loss (35,900) -- 35,900)
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Comprehensive loss (2,566,128) $ 311,704 $(2,254,424)
========== ========= ===========
Net loss per share - basic and diluted $(.60)
===========
Weighted average number of common
shares outstanding 3,728,000
===========
</TABLE>
Notes:
(A) To eliminate amortization of goodwill and operations of EuroWeb Rt.
(B) To reflect the application of the equity method of accounting for the
retained 49% interest in EuroWeb Rt.
See accompanying notes to pro forma unaudited condensed consolidated financial
statements.
3
<PAGE>
EUROWEB INTERNATIONAL CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE INCOME
NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
-------------------------------------------------------
<S> <C> <C> <C>
Revenues
Internet $1,345,953 $1,345,953 $1,345,953
Construction and rent income 1,827,021 -- 1,827,021
---------- ---------- ----------
3,172,974 (1,345,953)(A) 1,827,021
---------- ---------- ----------
Expenses(Income)
Cost of construction 1,723,870 -- 1,723,870
Amortization of goodwill 291,000 (291,000)(A) --
Other 1,924,566 (1,210,721) 713,845
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Total 3,939,436 (1,501,721)(A) 2,437,715
---------- --------- -----------
Net loss before equity in net loss of EuroWeb Rt. (766,462) 155,768 (610,694)
Equity in net loss of EuroWeb Rt. -- (76,326)(B) (76,326)
----------- ----------- ----------
Net income(loss) (766,462) 79,442 (687,020)
Other comprehensive income 77,820 - 77,820
---------- ----------- ----------
Comprehensive loss $ (688,642) $ 79,442 $(609,200)
=========== =========== ==========
Net loss per share - basic and diluted $.13
====
Weighted average number of common
shares outstanding 5,247,261
=========
</TABLE>
Notes:
(A) To eliminate amortization of goodwill and operations of EuroWeb Rt.
(B) To reflect the application of the equity method of accounting for the
retained 49% interest in EuroWeb Rt.
See accompanying notes to pro forma unaudited condensed consolidated
financial statements.
4
<PAGE>
EUROWEB INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying Unaudited Pro Forma Condensed Consolidated Financial
Statements include the historical accounts of EuroWeb International Corp.
(the "Company") and its two wholly-owned subsidiaries. The Company's 49%
retained interest in EuroWeb Rt. has been accounted for using the equity
method of accounting. All intercompany balances and transactions have
been eliminated.
2. The balances shown include the account balances of all the companies,
adjusted to reflect the following transactions which are based on an
agreement consummated November 20, 1998, between the Company and PanTel
Rt., an unrelated Hungarian company:
a. The sale by the Company of 51% of its ownership of EuroWeb Rt.
for $2,200,000 in cash.
b. The contribution by the purchaser of $300,000 to the capital of
EuroWeb Rt.
3. The Unaudited Pro Forma Condensed Consolidated Financial Statements have
been included as required and allowed by the rules of the Securities and
Exchange Commission and are provided for informational purposes only. The
pro forma statements of operations do not purport to be indicative of the
results which would have been obtained if the sale of the 51% interest in
EuroWeb Rt. had been effected on January 1, 1997 or which may be obtained
in the future.
The accompanying unaudited pro forma condensed consolidated financial
statements should be read in conjunction with the historical financial
statements of the Company.
5
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
444 Park Avenue
New York, NY 10022
(Registrant)
By: /s/Frank R. Cohen
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Frank R. Cohen
Chairman of Board
Dated: January 8, 1999
New York, New York
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