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) June 11, 1999
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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
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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 Mr. Richard Koza and his wife Lucie
Kozova, (jointly "the Transferor") their participation interests
representing 100% ownership in Luko Czech Net s.r.o., a Czech
limited liability company providing Internet service primarily to
businesses located in Prague and other major cities in the Czech
Republic. Registrant paid for participation interests.
(a) USD $900,000 (nine hundred thousand US Dollars); and
(b) 450,000 (four hundred and fifty thousand) 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 his agreement amounts to USD $900,000 (nine hundred
thousand US Dollars), market value.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired
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 of the date their report
was required to be filed.
(b) Pro Forma Financial Information
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 of the date
their report was required to be filed.
(c) Exhibits
Acquisition Agreement dated as of June 11, 1999 by and between
Registrant and Richard Koza and Lucie Kozova re purchase of 100%
of shares of Luko Czech Net s.r.o., annexed hereto as
Exhibit 10 (jj).
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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.
444 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 Board
Date: June 11, 1999
New York, New York
EXHIBIT 10(jj)
AGREEMENT ON TRANSFER OF PARTICIPATION
IN LUKO CZECH.NET, S.R.O.
THIS AGREEMENT is made on 11th June, 1999 BETWEEN:
(1) MR. RICHARD KOZA, resident at Eledrova 699, Praha 8, the Czech Republic,
birth registration No.710718/7494 ("Mr. Koza");
(2) MRS. LUCIE KOZOVA, resident at Eledrova 699, Praha 8, the Czech Republic,
birth registration No.7053 18/0167 ("Mrs. Kozova");
Mr. Koza and Mrs. Kozova' being referred to jointly herein as the
"Transferors"; and
(3) EuroWeb International Corp., a company incorporated under the laws of
the state of New York, having its registered seat at 445 Park Avenue,
15th Floor, New York, NY 10022, USA, duly represented by Csaba Toro
(the "Transferee").
THE PARTIES HAVE AGREED AS FOLLOWS:
1. SUBJECT OF THE AGREEMENT
(1) This agreement (the "Agreement') relates to the transfer of the
Transferors' participation interests in LUKO CZECH-NET, spol. s.r.o., a
Czech limited liability company entered in the Commercial Register
maintained by the Regional Commercial Court for Prague, Section C,
Entry 18480, (identification number) IC48591319, having its registered
office at Argentinska 38, 170 05 Praha 7, Czech Republic (the
"Company")., to the Transferee as further specified in Clause 1
paragraphs (3) and (4) of this Agreement.
(2) The Transferors hereby represent that, in accordance with Section 115
of Act no.5 13/1991 Coil. (hereinafter the "Commercial Code') and the
Memorandum of Association of the Company, dated 24th February, 1993
(hereinafter the "Memorandum of Association'), the Transferors are
entitled to transfer their participation interests to the Transferee.
(3) The registered capital of the Company is CZK 100,000 (the "Registered
Capital"). The Transferors have 100% of the participation interests in
the Company (hereinafter the "Participation Interests") which will be
transferred under this Agreement. The Transferors declare that they are
the lawful owners of the Participation Interests and that they are free
of any pledges, charges or any other encumbrances.
(4) In accordance with the Memorandum of Association and this Agreement,
the Transferors hereby transfer their Participation Interests to the
Transferee. Together with the transfer of the Participation Interests,
the Transferors hereby transfer to the Transferee their entire paid up
contribution in the Registered Capital in the amount of CZK 100,000.
(5) The Transferee hereby represents that it accepts the Participation
Interests and accedes without
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reservation to the Memorandum of Association. The Transferee will
become the legal successor to the Transferors and assume all rights and
obligations under the Memorandum of Association and Czech law.
(6) For the avoidance of doubt, the Transferors acknowledge that they have
waived their preemption rights under the Memorandum of Association.
2. PRICE
The Transferee undertakes to pay to the Transferors the purchase price
for the transfer of the Participation Interests in total amounting to:
(a) USD 900,000 (nine hundred thousand US Dollars);
(b) 450,000 (four hundred and fifty thousand) shares in the Transferee;
and
(c) additional shares in the Transferee to be issued to the
Transferors when the shares issued under paragraph (b) above
are registered, calculated to ensure that, at that point, the
value of the shares in the Transferee issued in accordance
with this agreement amounts to USD 900,000 (nine hundred
thousand US Dollars).
3. FINAL PROVISIONS
(1) This Agreement shall be governed by and construed in accordance with
Czech law.
(2) The transfer of the Participation Interests will become effective on
the date of delivery of this Agreement to the Company.
(3) The parties to this Agreement declare that they have read this
Agreement, and that this Agreement has been executed in accordance with
their free will.
(4) This Agreement has been set out in five copies in the English and Czech
language. In the ease of any inconsistency between these two versions,
the Czech version shall prevail.
In order to confirm their approval of the aforementioned, the parties hereto
signed this Agreement on the day referred to above.
/s/Richard Koza
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Richard Koza
/s/ Lucie Koxova
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Lucie Kozova
/s/Csaba Toro
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EuroWeb International Corp
