As filed with the Securities and Exchange Commission on June 2, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EUROWEB INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 7379 13-3696015
- --------------------------- --------------------------- ------------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Corporation or organization) Classification Code Numbers) Identification No.)
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
o 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 [ ].
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, ($.001 par value)(2)............... 4,352,570(2) $2.00 $8,705,140 $2,420
- -------------------------------------------------------------------------------------------------------------------------
Warrants to Purchase Shares of Common Stock(2) ... 1,935,680 0 0 0
Total Registration Fee ........................... $2,420
Amount previously paid (3) ....................... $2,158
Amount due ....................................... $262
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the average high/low price on May4, 1999 as quoted on the
NASDAQ system on May 5, 1999, pursuant to Rule 457. The same price is
being used in this registration statement solely for the purpose of
calculating the fee under Rule 457.
(2) Includes (I) 2,416,890 shares of Common Stock, $.001 par value per share
("Common Stock") of EuroWeb International Corp. (the "Company") issued to
private placement purchasers and (ii) 1,935,680 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.
<PAGE>
(3) Pursuant to Rule 429, a prior registration on Form S-3 was filed on May
5, 1999 under Registration No. 333-77885. A registration fee of $2,158
was paid with said Registration Statement, which is now being deducted.
The Registrant hereby amends this registration statement on the 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 the date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429, the Prospectus forming a part of this Registration
Statement also relates to the registrant's earlier registration statement on
Form S-3 (No.333-77885) and updates the information contained therein. Such
registration statement relates to, among other things, shares of common stock
issuable upon exercise of certain outstanding warrants.
<PAGE>
SUBJECT TO COMPLETION, DATED June 2, 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.
EUROWEB INTERNATIONAL CORP.
4,352,570 SHARES OF COMMON STOCK AND
1,935,680 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
The stockholders of EuroWeb International Corp. listed on page 4 are
offering and selling shares of EuroWeb common stock and warrants to purchase
shares of common stock under this prospectus for each of their own
accounts.Hereafter the shares and the warrants may be collectively referred to
as securities.
EuroWeb stock is listed on the NASDAQ Small Cap Market and trades there
with the symbol "EWEB". On June 1, 1999, the closing price of one share of
common stock on the NASDAQ Small Cap Market was $1.61. The Warrants have no
market at present but Euroweb intends to have the warrants quoted on the
over-the-counter electronic bulletin boards in the future.
----------------------
THE EUROWEB SECURITIES OFFERED OR SOLD UNDER THIS PROSPECTUS INVOLVE A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 2.
----------------------
THE EUROWEB SECURITIES 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 ______________, 1999
<PAGE>
TABLE OF CONTENTS
Page
Prospectus Summary..................................................... 1
Risk Factors........................................................... 2
Forward-Looking Information............................................ 4
Use of Proceeds........................................................ 4
Selling Stockholders................................................... 4
Plan of Distribution.................................................. 6
Description of Capital Stock........................................... 6
Where You Can Find More Information.................................... 6
Legal Matters.......................................................... 6
Experts................................................................ 7
<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 Rt., our wholly owned subsidiary through November 20, 1998, is a
full service Internet service provider operating in Hungary. On November 20,
1998, we sold a 51% interest of EuroWeb Rt. to Pantel Rt for $2,200,000 in cash
plus a $300,000 contribution to EuroWeb Rt's capital. Currently, we are managing
EuroWeb Rt. in the same manner as before the sale.
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 Rt. provides services in all three areas. However, EuroWeb Rt.
derives 90% of its revenues from providing access to the Internet, while 5% is
derived from 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 Rt. offers a variety of access options, including leased-line and
dial-up lines.
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 and in Central and Eastern
Europe..
The office of EuroWeb in the United States is 445 Park Avenue, New York, NY
10022; Telephone number: (212) 758-9870.
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<PAGE>
RISK FACTORS
In addition to the other information in this prospectus or incorporated in
this prospectus by reference, you should consider carefully the following
factors in evaluating EuroWeb and our business before purchasing the common
stock offered by this prospectus:
WE HAVE A LIMITED OPERATING HISTORY AND AN ACCUMULATED DEFICIT.
Although EuroWeb was founded in November 1992, it only entered the Internet
business in January 1997 by acquiring three operating internet businesses and
combining them into EuroWeb Rt.. Accordingly, we have only a limited operating
history on which to base an evaluation of our prospects. EuroWeb and its
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in an early state of development,
particularly companies in new and rapidly evolving markets such as the Internet.
The Company has incurred net losses through December 31, 1997 and as of that
date, it had an accumulated deficit of $15.8 million. In 1998, the second
complete year in which the Company had Internet operations, the Company incurred
a net loss of approximately $970,000 before the gain ($1,516,548) on the sale of
a 51% interest in EuroWeb Rt. and the loss ($119,678) from discontinued
operations. There can be no assurance that the Company will achieve or sustain
profitability.
WE MAY REQUIRE ADDITIONAL WORKING CAPITAL IN THE FUTURE TO FINANCE OUR EXPENSES.
We intend to expand our Internet operations to other countries in Central
and Eastern Europe through acquisition. To finance this expansion, we may
require additional working capital.
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 through
public or private financing. 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 take advantage of future opportunities of which could have a material adverse
effect on EuroWeb's business.
WE WILL BE PURSUING A STRATEGY OF RAPID GROWTH THROUGH ACQUISITIONS, WHICH MAY
STRAIN OUR OPERATIONS AND WHICH WE MAY NOT BE ABLE TO MANAGE EFFECTIVELY.
We will be pursuing in Central and Eastern Europe rapid growth through the
acquisitions of other Internet service providers. Our growth strategy will
create significant demands on the time and attention of our senior management
and will involve significant financial and other costs, including identifying
and investigating acquisition candidates, negotiating acquisition agreements and
integrating acquired businesses.
Employees and customers of acquired businesses may terminate their
relationships with these businesses after we acquire them. We may not be able to
successfully consummate any attempted acquisitions or integrate acquired
businesses.
Our ability to manage our planned future growth through acquisitions will
depend upon our success in:
o hiring and retaining qualified management, technical and marketing
personnel;
o effectively maintaining high levels of customer service required to
retain subscribers while undertaking expansion; and
o expanding our network infrastructure capacity to service a growing
subscriber base.
If we fail to achieve any of these factors, our business, financial
condition, results of operations and the market
2
<PAGE>
price of our securities could be materially adversely affected.
WE MAY NOT BE ABLE TO RETAIN OUR KEY MARKETING, SALES AND MANAGEMENT PERSONNEL
WE NEED TO SUCCEED.
Our success depends to a significant extent upon the continued services of
key marketing, sales and management personnel. Our employees may voluntarily
terminate their employment with us at any time. We recognize the compensation
programs, including stock programs open to all employees, designed to retain our
employees. However, competition for such employees is intense and the loss of
the services of such employees could materially adversely affect our business,
financial condition and result of operations.
WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE INTERNET
TECHNOLOGY MARKET.
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 Rt. 's
principal competitors are Datanet, which has a customer base similar but larger
than EuroWeb Rt.'s, and MATAV, the national Hungarian telephone company, which
targets residential rather than business subscribers. EuroWeb Rt. 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.
In addition, there are relatively low barriers to entry into the Internet
service business. Because professional services firms such as EuroWeb Rt. rely
on the skill of their personnel and the quality of their client service, EuroWeb
Rt. has no patented technology that would preclude or inhibit competitors from
entering the Internet services market. EuroWeb Rt. 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 Rt., which could have a material
adverse effect on EuroWeb's business, results of operations and financial
condition.
IN ORDER TO COMPETE EFFECTIVELY IN THE INTERNET MARKET, WE NEED TO DEVELOP NEW
SERVICES AND TECHNOLOGIES THAT ARE ACCEPTABLE TO OUR CUSTOMERS.
Our success depends on our ability to develop and market new services and
technologies aimed at meeting customer requirements. A failure to do so could
materially adversely affect our business, financial condition and results of
operations.
WE HAVE NEVER PAID AND DO NOT EXPECT TO PAY 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.
INVESTORS MAY FIND IT DIFFICULT TO TRADE OUR COMMON STOCK IF WE ARE DELISTED
FROM NASDAQ.
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.
3
<PAGE>
OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT INVESTORS' LAWSUITS AGAINST
MANAGEMENT.
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.
FORWARD-LOOKING INFORMATION
This prospectus, including the information incorporated be reference,
contains forward-looking statements made pursuant to the safe harbor provisions
of a Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those projected in the forward-looking statements as a
result of the risk factors set forth on page 2 and others detailed from time to
time in our periodic reports filed with the SEC.
USE OF PROCEEDS
All net proceeds from the sale of securities will go to the stockholders
who offer and sell their securities. Accordingly EuroWeb will not receive any
proceeds from sales of the securities. However, any proceeds realized by EuroWeb
upon the exercise of the warrants by the selling stockholders will be used for
working capital and potential acquisitions.
SELLING STOCKHOLDERS
The selling stockholders of EuroWeb International Corp. are offering and
selling 4,352,570 shares of EuroWeb common stock under this prospectus which
includes 1,935,680 shares that will be issued on exercise of the warrants. These
stockholders purchased EuroWeb shares privately from EuroWeb at prices ranging
from $1.31 to $2 per share and received the warrants at no cost. EuroWeb has
reserved these 1,935,680 shares for issuance to these stockholders but will not
issue the 1,935,680 shares to the stockholders until they pay the warrant
exercise price to EuroWeb. EuroWeb agreed under its private placement and
consulting agreements 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 the warrant.
The following tables sets forth the number of shares of common stock owned
by each of the selling stockholders as of the date of this prospectus, (assuming
all the warrants have been exercised), the number of shares and warrants offered
for sale by this prospectus and the amount and percentage ownership of each
selling stockholder after the offering assuming all the securities 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.
4
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Owned Percentage of
Beneficially Shares Warrants 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)............. 300,000 300,000 0 0
GPS America Fund Ltd.(1).................. 245,176 245,176 0 0
Markham Holdings Limited(1)............... 152,380 152,380 0 0
Cache Capital LP(1)....................... 367,585 367,585 0 0
M&A Management (Malta) 0 0
Limited (2).............................. 152,380 152,380
J.P. Carey Securities Inc.(3)............. 106,520 106,520 0 0
Gerald Yellin(4).......................... 50,000 50,000 50,000 0
Creative Consultations Inc.(4)............ 50,000 50,000 0 0
ProMark(5)................................ 100,000 100,000 0 0
Edward S. Gutman(6) 385,710 385,710 257,138 0
Augustus La Rocca and
Joseph La Rocca(6)........................ 171,426 171,426 114,284 0
Greenwood Partners L.P.(6)................ 599,991 599,991 399,994 0
GMG & Associates Inc.(6).................. 85,713 85,713 57,142 0
Silverman Partners L.P.(6)................ 599,991 599,991 399,994 0
The Gutman Family(6)...................... 85,713 85,713 57,142 0
HRG Trust(6).............................. 85,713 85,713 57,142 0
Stuart Osher(6)........................... 42,855 42,855 28,570 0
Robert Gutman(6).......................... 85,713 85,713 57,140 0
Mel Paifoff(6)............................ 85,713 85,713 57,142 0
Mark D. Greenberg(6)...................... 85,713 85,713 57,142 0
Randy Frankel and
Barbara Frankel(6)........................ 171,422 171,426 114,284 0
Stuart Sternberg(6)....................... 85,713 85,713 57,142 0
Penelope A. Collins(6).................... 85,713 85,713 57,140 0
Paul L. Karp(6)........................... 85,713 85,713 57,142 0
Nicholas D. Ponzio Jr.(6)................. 85,713 85,713 57,142 0
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL 4,352,570 4,352,570 1,935,680 0
===============================================================================================================================
</TABLE>
(1) Shares purchased in a private placement completed on April 8, 1999 and May
3, 1999.
(2) Shares purchased in a private placement completed on April 8, 1999.
(3) Includes 106,520 shares issuable upon exercise of 106,520 Warrants
received as compensation for acting as Placement Agent in connection with
a private placement.
(4) Includes 50,000 shares issuable upon exercise of 50,000 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 financial public relation services rendered and to be
rendered to EuroWeb.
(6) Includes 1,935,680 shares issuable upon exercise of 1,935,680 Warrants
purchased in connection with said private placement which closed on
April 21, 1999 and May 13, 1999.
5
<PAGE>
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.
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-KSB for the fiscal year ended
December 31, 1998;
2. Quarterly Report on Form 10-QSB for Quarter ended March 31, 1999;
3. Proxy Statements for the 1999 Annual Meeting of Stockholders held on
May 21, 1999;
4. Current Report on Form 8-K dated April 21, 1999.
DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, our certificate of incorporation
authorizes us to issue 20,000,000 shares of common stock and 5,000,000 shares of
preferred stock. As of June 1, 1999, 8,695,277 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.
6
<PAGE>
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 520,000 options to purchase 520,000 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.
7
<PAGE>
EUROWEB INTERNATIONAL CORP.
4,352,570 SHARES OF COMMON STOCK AND
1,935,680 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
PROSPECTUS
JUNE 2, 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............$2,420.00
Amount previously paid...........2,158.00
Amount paid with this
registration statement........ 262.00
Total $2,420.00
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, 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 June 2, 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 such 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:
SIGNATURE TITLE DATE
--------- ----- ----
/s/Frank R. Cohen Chairman of the Board, Chief June 2, 1999
- ---------------------- Executive Officer, and
Frank R. Cohen Secretary
/S/Robert Genova Director, President, Treasurer June 2, 1999
- ---------------------- and Chief Financial Officer
Robert Genova
/s/Csaba Toro Director, Vice President June 2, 1999
- ----------------------
Csaba Toro
/s/Richard G. Maresca Director June 2, 1999
- ----------------------
Richard G. Maresca
/s/Donald K. Roberton Director June 2, 1999
- ---------------------
Donald K. Roberton
II-3
COHEN & COHEN
445 Park Avenue
New York, NY 10022
June 2, 1999
Board of Directors
EuroWeb International Corp.
445 Park Avenue
New York, NY 10022
Re: Registration Statement on Form S-3
Gentlemen:
Reference is made to the registration statement (the "Registration
Statement"), which EuroWeb International Corp. (the "Company") is filing on this
date with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of 4,352,570 shares of the Common Stock
of the Company and 1,935,680 warrants to purchase shares of common stock.
Pursuant to your request, we have examined those of the Company's
records deemed relevant by us for the purpose of furnishing you with our opinion
concerning the legality and validity of issuance of the shares of Common Stock
of the Company covered by the Registration Statement.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
2. All of the shares of Common Stock proposed to be registered by
the Registration Statement on behalf of the Selling Stockholders
are validly issued, fully paid and non-assessable by the Company
with no personal liability attaching to the ownership thereof.
We herewith give our consent to the use of this opinion as an exhibit to
the herein referred to Registration Statement and to the use of our name
therein.
Very truly yours,
COHEN & COHEN
Frank R. Cohen
II-4
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of EuroWeb International
Corp. on Form S-3 of our report dated March 13, 1999, relating to the
consolidated financial statements of EuroWeb International Corp. and
subsidiaries appearing in the Annual Report on Form 10-KSB of EuroWeb
International Corp for the year ended December 31, 1998.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO Seidman LLP
Dated: New York, New York
June 2, 1999
