Cohen & Cohen
Counsellors at Law
August 17, 1998
Securities and Exchange Commission
450 Fifth Street NW
Washington DC 20549
Re: EuroWeb International Corp.
Registration Statement on Form 8-A
File No.: 333-79845
Gentlemen:
We are filing electronically pursuant to the Securities Exchange Act of
1934, a Registration Statement on Form 8-A (the "Registration Statement")
of Class A and Class B Common Stock Purchase Warrants of EuroWeb
International Corp., a Delaware corporation (the "Company"), pursuant
to Section 12(b) of the Act. These Securities were registered in a
Registration Statement on Form S-3, File number 333-79845 which became
effective in June 15, 1999.
Please direct any comments or questions concerning the Registration
Statement and any related matters to the undersigned.
Very truly yours,
COHEN & COHEN
/s/Frank R. Cohen
Frank R. Cohen
Partner
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
EUROWEB INTERNATIONAL CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3696015
(State of Incorporation) (IRS Tax Identification #)
445 Park Avenue, New York NY 10022
(Address of Principal Executive Offices, City, State & Zip)
SECURITIES TO BE REGISTERED, PURSUANT TO
SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered Each class to be registered
Common Stock Purchase Warrants NASDAQ
INFORMATION REQUIRED IN REGISTRATION STATEMENT:
Item 1. Capital Stock to be Registered:
Class A and Class B Common Stock Purchase Warrants, which were included in
Registration Statement No. 333-79845 on Form S-3 which became effective
June 15, 1999, in accordance with Section 8(a) of the Securities Act of
1933.
Class A Warrant entitles holder to purchase one share of Common Stock of
Registrant for $2.00 per share. The Warrant expires April 1, 2002. The
Warrant is callable after April 1, 2001 by registrant by paying the holder
$.1250 for each share covered by Warrants. Class B Warrant, is identical
to Class A Warrant except that exercise purchase price is $2.25 instead
of $2.00.
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The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by stockholders. The holders of shares of Common
Stock are entitled to dividends when and as declared by the Board of
Directors from funds legally available therefor, and, upon liquidation,
are entitled to share pro rata in any distribution to stockholders after
payments to creditors and after paying, or providing for,, any liquidation
preferences of any outstanding Preferred Stock. There are no conversion or
redemption privileges, nor sinking fund provisions with respect to the
Common Stock, and stockholders have no preemptive rights to acquire shares
of Common Stock issued by the Company in the future. All of the
outstanding shares of Common Stock are validly issued, fully paid and
non-assessable.
Item 2. Debt Securities to be Registered:
None.
Item 3. Other Securities to be Registered:
None.
Item 4. Exhibits:
Exhibits were previously filed with the Securities and Exchange Commission
as set forth in Registrant's Quarterly Report on Form 10-QSB for Quarter
ended June 30, 1999. (List of Exhibits annexed).
SIGNATURE:
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the under-signed, thereto duly authorized.
EUROWEB INTERNATIONAL CORP.
By
Frank R. Cohen, Chairman of the Board
Dated: August 17, 1999
New York, New York
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Item 6. Exhibits and Reports on Form 8-K
A. Exhibits (numbers below reference Regulations S-B)
(3)(a) Certificate of Incorporation filed November 9, 1992(1)
(b) Amendments to Certificate of Incorporation filed July 9,
1997 and on May 11, 1999(12)
(c) By-laws(1)
(4)(a) Form of Common Stock Certificate(1)
(b) Form of Underwriters' Warrants to be sold to Underwriters(1)
(c) Placement Agreement between Registrant and J.W. Barclay &
Co., Inc. and form of Placement Agent Warrants issued in
connection with private placement financing(1)
(d) Form of 10% Convertible Debenture used in connection with
offshore private placement financing pursuant to
Regulation S(3)
(e) Form of Common Stock Purchase Warrant in connection with
private placement financing under Section 506 of
Regulation D(3)
(10)(a) Consulting agreement between Registrant and Klenner
Securities Ltd.(1)
(b) Consulting agreement between Registrant and Robert Genova(1)
(c) Consulting agreement between Registrant and Laszlo Modransky(1)
(d) 1993 Incentive Stock Option Plan(1)
(e) Sharing agreement for space and facilities between
Registrant and Hungarian Telephone and Cable Corp.(1)
(f) Articles of Association (in English) of Teleconstruct
Building Corp.(1)
(g) Articles of Association (in English) of Termolang
Engineering and Construction Ltd.(1)
(h) Letter of intent between Teleconstruct Building Corp. and
Pilistav(1)
(i) Employment agreement between Registrant and Robert
Genova(2) and termination agreement dated February 5,
1997(3)
(j) Employment agreement between Registrant and Peter E.
Klenner(2) and termination agreement dated October 30,
1996, and agreement for sale of condominium unit to M&A as
amended(3)
(k) Employment agreement between Registrant and Frank R.
Cohen(2) and modifications of employment agreement(3)
(l) Letter of Intent agreement between Registrant and Raba-Com
Rt.(3)
(m) Letter of Intent agreement between Registrant and
Kelet-Nograd Rt.(3)
(n) Letter of Intent agreement between Registrant and 3
Pilistav villages for installation of cable in those
areas(3)
(o) Lease agreement between Registant's subsidiary EUNET Kft.
and Varosmajor Passage, Kft. for office space(3)
(p) Acquisition agreement between Registrant and KFKI Computer
Systems Corp. dated December 13, 1996(3)
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(q) Acquisition agreement between Registrant and E-Net
Hungary(3)
(r) Acquisition agreement between Registrant and MS Telecom
Rt.(3)
(s) Employment agreement between Registrant and Imre Kovats(3)
(t) Employment agreement between Registrant and Csaba Toro(3)
(u) Promissory Note from Registrant to HBC(3)
(v) Communication Services Agreement between Registrant and
MCI Global Resources, Inc.(4)
(w) Lease and Option Agreement for Building B as of April 1,
1998 with Hafisa Kft.(5)
(x) License Agreement between GRIC Communications, Inc. and
Euroweb International Corp.(5)
(y) Consulting Agreement between Registrant and Eurus Capital
Corporation and Rescission Agreement(7)
(y)(I) Agreement rescinding Option Agreement with Eurus Capital
Corporation(8)
(z) Financial Consulting Agreement between Registrant and J.W.
Barclay & Co., Inc.(7)
(aa) Mergers and Acquisitions Agreement between Registrant and
J.W. Barclay(7)
(bb) Placement Agreement between Registrant and J.P. Carey,
Inc. and form of Placement Agent Warrants issued in
connection with private placement financing(9)
(cc) Private Placement Agreement between Registrant and Peter
E. Klenner(9)
(dd) Employment Agreement between Registrant and Csaba Toro(9)
(ee) Employment Agreement between Registrant and Robert
Genova(9)
(ff) Employment Agreement between Registrant and Frank R.
Cohen(9)
(gg) Placement Agreement between Registrant and JP Carey
Securities Inc. and Warrant Agreement in connection with
private placement financing(10)
(hh) Private placement agreement between Registrant and M&A
Management(10)
(ii) Form of Subscription agreement in connection with private
offering of Common Stock and Warrants pursuant to Rule 506
of Regulation D under Section 4(2) of the Securities Act
of 1933(10)
(jj) Acquisition Agreement between Registrant and Luko
Czech-Net, s.r.o. dated June 11, 1999(11)
(kk) Acquisition Agreement between Registrant and Slavia
Capital, O.C.P., A.S. dated July 2, 1999 (12)
(ll) Acquisition Agreement between Registrant and shareholders
of EUnet Slovakia s.r.o. dated July 14, 1999 (12)
(mm) Acquisition Agreement between Registrant and shareholders
of Bohemia Net dated July 29, 1999 (12)
(nn) Acquisition Agreement between Registrant and shareholders
of Dodo, s.r.o. dated August 5, 1999(12)
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B. A report on Form 8-K was filed as of April 21, 1999 during the
quarter covered by this report. The report pertained primarily
to certain private placements completed by the Company. Another
report on Form 8-K was filed as of June 11, 1999 during the
quarter covered by this report. The report pertained primarily
to the acquisition by the Company of a Czech Internet Service
Provider, Luko Czech-Net s.r.o.
(1) All Exhibits are incorporated by reference to Registrant's
Registration Statement on Form SB-2 dated May 12, 1993 (Registration
No. 33-62672-NY, as amended)
(2) Filed with Form 8-K as of February 17, 1994
(3) Filed with Form 10-KSB for year ended December 31, 1996
(4) Filed with Form 10-QSB for quarter ended September 30, 1997
(5) Filed with Form 10-KSB for year ended December 31, 1997
(6) Filed with Registration Statement 333-52841
(7) Filed with Amendment No. 1 to Registration Statement 333-52841
(8) Filed with Amendment No. 2 to Registration Statement 333-52841
(9) Filed with Form 8-K as of October 14, 1998
(10) Filed with Form 8-K as of April 21, 1999
(11) Filed with Form 8-K as of June 11, 1999
(12) Filed with Form 10-QSB for quarter ended June 30, 1999
