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
--------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------------
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
-------------------------------------------------------
(Address and telephone number of principal executive offices)
EuroWeb International Corp.
1993 Incentive Stock Option Plan, as Amended, and Employment
Agreements with Frank R. Cohen, Robert Genova and Csaba Toro
(full title of the plans)
FRANK R. COHEN, COHEN & COHEN
445 Park Avenue, 15th Floor New York, New York 10022, (212) 758-9870
--------------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
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)...............1,770,000(1)(2) $1.50(3) $2,655,000(3) $738
==========================================================================================================================
</TABLE>
(1) Consists of (i) 1,770,00 shares of Common Stock, $.001 per share
("Common Stock"), issuable under (a) EuroWeb International Corp. 1993
Incentive Stock Option Plan, as amended (the"Incentive Plan"), or stock
options granted to Frank R. Cohen, the Registrant's Chief Executive
Officer, Robert Genova, the Registrant's President and Csaba Toro, the
Registrant's Vice President, pursuant to their employment agreements
each dated as of September 10, 1998, (the "Employment Agreements").
(2) Pursuant to Rule 416, under the Securities Act of 1933, as amended,
this registration statement covers, in addition to the number of shares
set forth above, an indeterminate number of shares which, by reason of
certain events specified in the Incentive Plan or Employment
Agreements, may become subject to the Incentive Plan, or the Employment
Agreements.
(3) Of the total of 1,770,000 shares of Common Stock registered hereby,
(i) an aggregate of 470,000 shares are issuable upon the exercise of
outstanding options granted pursuant to the Incentive Plan at the
average exercise price of $1.50 per share, (ii) an aggregate of
1,300,000 shares are issuable upon exercise of outstanding options
pursuant to the Employment Agreements at an average exercise price of
$1.50 per share. The offering price for the shares registered hereby
have been calculated in accordance with Rule 457.
Note: The Registration Statement, Pursuant to instruction C of Form S-8,
includes a re-offer Prospectus for (i) the resale of 1,770,000 shares of common
stock issuable upon the exercise of options granted pursuant to either the
Incentive Plan or the Employment Agreements.
<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.
1,770,000 SHARES OF COMMON STOCK
The stockholders of EuroWeb International Corp. listed on page 4 are
offering and selling shares of EuroWeb common stock under this prospectus for
each of their own accounts.
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 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 JUNE , 1999
<PAGE>
TABLE OF CONTENTS
Page
Prospectus Summary..................................................... 1
Use of Proceeds........................................................ 2
Selling Stockholders................................................... 2
Plan of Distribution.................................................. 3
Where You Can Find More Information................................... 3
Description of Capital Stock........................................... 3
Legal Matters.......................................................... 4
Experts................................................................ 4
Indemnification of Directors and Officers.............................. 4
<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 Panel 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.
1
<PAGE>
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 options by the selling stockholders will be used for
working capital and potential acquisitions.
SELLING STOCKHOLDERS
The shares that may be offered for sale from time to time by the Selling
Stockholders consist of Shares that were acquired by such Selling Stockholders
pursuant to either the Incentive Plan or their individual employment agreements.
The following tables sets forth the name of each selling stockholder, the
nature of his position with the Company, the number of Shares of Common Stock
owned by each Selling Stockholder prior to the offering, and the number of
Shares and the percentage of the class to be owned by such Selling Stockholder
after the offering.
<TABLE>
<CAPTION>
NAME AND TITLE SHARES OWNED SHARES OFFERED SHARES OWNED
PRIOR HEREBY AFTER THE OFFERING
TO THE OFFERING AND PERCENTAGE OF
CLASS OWNED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Frank R. Cohen
Chairman of the Board
Chief Executive Officer 520,000 520,000 0
and Secretary
Robert Genova
Director, President,
Treasurer and Chief
Financial Officer 500,000 500,000 0
Csaba Toro
Director and Vice
President 465,000 465,000 0
Richard G. Maresca
Director 110,000 110,000 0
Donald K. Roberton
Director 100,000 100,000 0
Imre Kovats
Former Consultant 45,000 45,000 0
John B. Ryan
Former Director 10,000 10,000 0
Laszlo Josh
Employee 10,000 10,000 0
Krista Hollo
Employee 10,000 10,000 0
</TABLE>
2
<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; and
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 2, 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.
3
<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, and Secretary 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.
INDEMNIFICATION
Under the Company Bylaws, each person who was or is made a party or is
threatened to be made a party to any action, suit or proceeding by reason of the
fact he is or was a director or officer of the Company is entitled to
indemnification by the Company to the fullest extent permitted by the Delaware
General Corporation Law against all expense, liabilities and loss (including
attorney's fees), judgments, fines or penalties and amounts paid in settlement
reasonably incurred or suffered by such person in connection therewith,
including liabilities arising under the Securities Act. These indemnification
rights include the right to be paid by the company the expenses incurred in
defending any action, suit or proceeding in advance of its final disposition,
subject to the receipt by the Company the expenses incurred in defending any
action, suit or proceeding in advance of its final disposition, subject to the
receipt by the Company of an undertaking by or on behalf of such person to repay
all amounts so advanced if it is ultimately determined that he is not entitled
to be indemnified. These indemnification rights under the Bylaws are not
exclusive of any other indemnification right which any person may have to
acquire.
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of a director, officer, employee, or agent of a
corporation who acted in good faith in a manner he reasonably 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 his conduct
was unlawful. In all proceedings other than those by or in the right of the
corporation, this indemnification covers expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the indemnification against expenses only and, unless a court determines
otherwise, only in respect of a claim as to which the person is not judged
liable to the corporation.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
4
<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 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Information regarding Incorporation of documents by reference is
included on page 3 of the Prospectus comprising a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Information regardingDescription of Securities is included on page 3 of
the Prospectus comprising a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Information regarding named experts and counsel is included on page 4 of
the Prospectus comprising a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Information regarding Indemnification of directors and officers is
included on page 4 of the Prospectus comprising a part of this Registration
Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
1,770,000 of the shares of Common Stock that hereby are being registered
for resale may be issued pursuant to options previously granted to certain
current or former executive officers and directors of the Company. All such
securities issued as of the date hereof were issued pursuant to employee
benefits plans and employment contracts to a limited number of current or former
directors or executive officers of the Company in transactions not involving a
public offering in reliance on Section 4(2) of the Securities Act.
ITEM 8. 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.
II-1
<PAGE>
(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.
ITEM 9. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION REFERENCE
- --------------------------------------------------------------------------------
5.1 Opinion of Cohen & Cohen Filed herewith
23.1 Consent of Cohen & Cohen Contained in Exhibit 5.1
23.2 Consent of BDO Seidmen, L.L.P. Filed herewith
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-8, 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 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:
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
EUROWEB INTERNATIONAL CORP.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION REFERENCE
- -------------------------------------------------------------------------------
5.1 Opinion of Cohen & Cohen II-6
23.1 Consent of Cohen & Cohen
(Contained in Exhibit 5.1) II-6
23.2 Consent of BDO Seidmen, L.L.P. II-7
II-4
COHEN & COHEN
445 Park Avenue
New York, NY 10022
June 2, 1999 EXHIBIT 23.1
Board of Directors
EuroWeb International Corp.
445 Park Avenue
New York, NY 10022
Re: Registration Statement on Form S-8
Gentlemen:
This opinion is being furnished to you in connection with the proposed
offer and sale by Euroweb International Corp., a Delaware corporation (the
"Corporation"), of up to 1,770,000 shares (the "Shares") of Common Stock, par
value $.001 per share (the "Common Stock"), of the Corporation that may be
originally issued under the terms of the Corporation's Incentive Stock Option
Plan (the "Incentive Plan") and executive employment agreements, pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Corporation with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, on or about the date hereof.
We have acted as counsel to the Corporation in connection with the
preparation of the Registration Statement, and have examined signed copies of
the Registration Statement. We have also examined and relied upon copies of
minutes of meetings of the Board of Directors of the Corporation relating to the
adoption of the Incentive Stock Option Plan and the Employment Agreements and
the authorization of the Shares.
We also have examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, and have made such
other investigations, as we have deemed necessary to form a basis for the
opinions hereinafter expressed. In making such examination, we have assumed the
genuineness of the signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of copies submitted to us, whether certified or not. As to
all matters of fact relevant to our opinion, we also have relied exclusively,
without independent investigation or verification, upon the foregoing documents
and on the certificates of public officials and officers of the Company.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon the issuance thereof in accordance with the terms
of the Incentive Stock Option Plan and the Employment Agreements, the Shares
will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares under the Incentive Stock Option Plan and the
Employment Agreements only while the Registration Statement is in effect.
Very truly yours,
COHEN & COHEN
/s/Frank R. Cohen
- -----------------
Frank R. Cohen
II-5
EXHIBIT 23.2
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-8 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
II-6
