As filed with the Securities and Exchange Commission on June 13, 2000
Registration No. 333- ........
U.S. Securities and Exchange Commission Washington, D.C. 20549
Form S-3
Registration Statement
under
the Securities Act of 1933
EuroWeb International Corp.
(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)
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)
Approximate date of commencement of proposed sale to the public: From time to
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© 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 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>
Calculation of registration fee
====================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum Aggregate Amount of
Title of Securities to be Offering Price Offering Price(1) Registration
to be Registered Registered Per Share(1) Fee
----------------------------------------------------------------------------------------------------
Common Stock, ($.001 par value) 882,495 $3.03125 $2,675,063 $706.22
====================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average high/low price on June 12, 2000 as quoted on the NASDAQ
system on June 13, 2000, pursuant to Rule 457.
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.
<PAGE>
EuroWeb International Corp.
882,495 Shares of Common Stock and
PROSPECTUS
June 13, 2000
<PAGE>
Subject to Completion, dated June 13, 2000
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.
882,495 Shares of Common Stock
The stockholders of EuroWeb International Corp. listed on page 5 are offering
and selling shares of EuroWeb International Corp. common stock.
EuroWeb International Corp. stock is listed on the NASDAQ Small Cap Market and
trades there with the symbol "EWEB". On June 12, 2000, the closing price of one
share of common stock on the NASDAQ Small Cap Market was $3,03125.
______________________
The EuroWeb International Corp. 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 June 13, 2000
<PAGE>
TABLE OF CONTENTS
Page
Prospectus Summary..................................................... 1
Risk Factors........................................................... 2
Forward-Looking Information............................................ 5
Use of Proceeds........................................................ 5
Selling Stockholders................................................... 5
Plan of Distribution................................................... 6
Description of Capital Stock........................................... 6
Where You Can Find More Information.....................................6
Legal Matters.......................................................... 6
Experts................................................................ 6
<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 International Corp.'s public reports filed with the SEC and
incorporated into this prospectus. Information contained in this
prospectus or in EuroWeb International Corp.'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 International Corp. owns and operates internet service provider
companies, one of which is located in Czech Republic and three of which are
located in Slovakia. EuroWeb International Corp. also owns 49% of an internet
service providing company that operates in Hungary. EuroWeb International Corp.
further has contracts to acquire two internet service providing companies that
operate in Romania, which transactions should be completed shortly.
On February 11, 2000, Euroweb International Corp. sold the control of the
Company by selling 51% of its outstanding shares to KPN Telecom B.V., a
Netherlands limited liability company. KPN Telecom B.V. ranks among the seven
largest Internet Service Providers in Europe and has already connected many
thousands customers across Europe to the Internet through its joint venture
with KPN Qwest.
The Internet industry consists of three primary functions: 1) providing access
to the Internet; 2) maintaining ("hosting") the computers, known as "servers,"
which store data, 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").
Each of the internet service provider companies owned or operated by EuroWeb
International Corp. provides services in all three areas. However, EuroWeb
International Corp. derives 85% of its revenues from providing access to the
Internet, while 14% is derived from hosting and 1% 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 International Corp. offers a variety of access options, including
leased-line and dial-up lines.
EuroWeb International Corp.'s objective is to become the leading
Internet professional services firm in Central and Eastern Europe. To achieve
its goal, EuroWeb International Corp.'s strategy is to expand its Internet
services, both through internal growth and through business acquisitions 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>
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 International Corp. and our business before purchasing the
common stock offered by this prospectus:
We have a limited operating history and an accumulated deficit.
Although the Company was founded in November 1992, it only entered the Internet
business in January 1997 by acquiring three operating Internet businesses.
Accordingly, the Company has only limited operating history on which to base an
evaluation of its present business and prospects. The Company and its prospects
must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in an early stage of development,
particularly companies in new and rapidly evolving markets such as the Internet.
Such risks for the Company include, but are not limited to, an evolving business
model and the management of both internal and acquisition based growth. To
address these risks, the Company must, among other things, continue to expand
its client base, continue to develop the strength and quality of its operations,
maximize the value delivered to clients, respond to competitive developments
and continue to attract, retain and motivate qualified employees. There can be
no assurance that the Company will be successful in meeting these challenges
and addressing such risks and the failure to do so could have a material
adverse affect on the Company's business, results of operations and financial
condition.
We may require additional working capital in the future to finance our expenses.
The Company 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, the Company
may need to raise additional funds in order to support more rapid expansion,
acquire complementary businesses or technologies or take advantage of
unanticipated opportunities through public or private financing, strategic
relationships or other arrangements. There can be no assurance that
such additional funding, if needed, will be available on terms acceptable to
the Company, or at all. If adequate funds are not available on acceptable
terms, the Company may be unable to develop or enhance its services and
products or take advantage of future opportunities either of which could have
a material adverse effect on the Company's business, results of operations and
financial condition. The Company may determine, depending upon the
opportunities available to it, to seek additional debt or equity financing
to fund the cost of acquiring subscriber bases or service firms. To the extent
that the Company finances an acquisition with equity securities, any such
issuance of equity securities would result in dilution to the interests of the
Company's stockholders. Additionally, to the extent that the Company incurs
indebtedness or issues debt securities in connection with any acquisition, the
Company will be subject to risks associated with incurring substantial
indebtedness, including the risks that interest rates may fluctuate and cash
flow may be insufficient to pay principal and interest on any such indebtedness.
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 price of our securities could be
materially\adversely affected.
2
<PAGE>
We may not be able to retain our key marketing, sales and management personnel
we need to succeed.
The success of the Company will be dependent on the personal efforts of Csaba
Toro, Vice President-International, Managing Director (CEO) of all European
Operations, Frank R. Cohen, Chairman of the Board, Treasurer (CFO), and Robert
Genova, President, CEO. The loss of the services of any of such individuals
could have a material adverse effect on the Company's business and
prospects. The Company does not have and does not intend to obtain "key-man"
insurance on the life of any of its officers. The success of the Company is
largely dependent upon its ability to hire and retain additional qualified
management, marketing, technical, financial and other personnel. Competition
for qualified personnel is intense, and there can be no assurance that the
Company will be able to hire or retain additional qualified management. The
inability to attract and retain qualified management and other personnel will
have a material adverse effect on the Company.
We may not be able to successfully compete in the highly competitive Internet
technology market.
The market for Internet-based products and services is new, intensely
competitive, rapidly evolving and subject to rapid technological change. The
Company expects competition to persist, intensify and increase in the future.
Such competition could materially adversely affect the Company's business,
operating results or financial condition. EuroWeb International Corp. 's
principal competitors in Hungary are Datanet, which has a customer base similar
to that of the Company's, and MATAV, the national Hungarian telephone company.
In Slovakia, the Company competes with Telenor Nextra, Ltd., Bratislava and
Global TeleSystems Europe, B.V. ("GTS"), both of which have a customer base
similar to that of the Company's. The Company may face intense competition from
other companies directly involved in the same business and also from many other
companies offering products which can be used in lieu of those offered by the
Company. Competition can take many forms, including convenience in obtaining
products, service, marketing and distribution channels. Although the Company
believes it can compete on the basis of the quality and reliability of its
services, there can be no assurance that the Company will be able to compete
successfully against current or future competitors or that competitive
pressures faced by the Company will not materially adversely affect the
Company's business, operating results or 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.
The market for Internet Programs and services has only recently begun to develop
and is rapidly evolving. The Internet is characterized by an increasing number
of market entrants who have introduced or developed products and services for
communication and commerce over the Internet and private networks. As is typical
in the case of a new and rapidly evolving industry, demand and market acceptance
for recently introduced products and services are subject to a high level of
uncertainty. Critical issues concerning the commercial use of the Internet
(including security, reliability, cost, ease of use and access, and quality of
service) remain unresolved and may impact the growth of Internet use. While the
Company believes that its products and services offer significant advantages
for Internet users, there can be no assurance that its products and services
will become widely chosen for access to the Internet or that, if chosen, will
hold the attention of users in order to allow it to continue to attract users.
Because the market for the Company's proposed business, products and services
is new and evolving, it is difficult to predict the future growth rate, if any,
and size of this market. There can be no assurance that the market for its
products and services will develop, that the Company's products or services
will be adopted, or that individual personal computer users in business or at
home will use the Internet for commerce and communication. If the market fails
to develop, develops more slowly than expected, becomes saturated with
competitors, or if its products do not achieve market acceptance, its business,
operating results and financial condition will be materially adversely affected.
We have never paid and do not expect to pay dividends.
The Company does not currently intend to pay cash dividends on its common stock
and does not anticipate paying such dividends at any time in the foreseeable
future. At present, the Company will follow a policy of retaining all of its
earnings, if any, to finance the development and expansion of its business.
3
<PAGE>
Investors may find it difficult to trade our common stock if we are delisted
from NASDAQ.
The Company is authorized to issue up to 60,000,000 shares of common stock as a
result of an amendment to the Certificate of Incorporation filed with the
Delaware Secretary of State on February 11, 2000. To the extent of such
authorization, the Board of the Company will have the ability, without seeking
stockholder approval, to issue additional shares of common stock in the future
for such consideration as the Board may consider sufficient. The issuance of
additional common stock in the future will reduce the proportionate ownership
and voting power of the common stock offered hereby. The Company is also
authorized to issue up to 5,000,000 shares of preferred stock, the rights and
preferences of which may be designated in series by the Board. To the extent of
such authorization, such designations may be made without stockholder approval.
The designation and issuance of series of preferred stock in the future would
create additional securities which may have voting, dividend, liquidation
preferences or other rights that are superior to those of the common stock,
which could effectively deter any takeover attempt of the Company.
The possible volatility of our stock price could adversely affect our
shareholders.
Market prices for the Company's common stock will be influenced by many factors
and will be subject to significant fluctuations in response to variations in
operating results of the Company and other factors such as investor perceptions
of the Company, supply and demand, interest rates, general economic conditions
and those specific to the industry, developments with regard to the Company's
activities, future financial condition and management. There can be no assurance
regarding the future prices at which the Company's common stock will trade, if
any.
We may be subject to significant foreign currency and exchange risks.
The Company will be subject to significant foreign exchange risk. There are
currently no meaningful ways to hedge currency risk in either Hungary, the Czech
Republic, Romania or Slovakia. Therefore, the Company's ability to limit its
exposure to currency fluctuations is significantly restricted. The Company's
ability to obtain dividends or other distributions is subject to, among
other things, restrictions on dividends under applicable local laws and foreign
currency exchange regulations of the jurisdictions in which its subsidiaries
operate. The laws under which the Company's operating subsidiaries are
organized provide generally that dividends may be declared by the partners or
shareholders out of yearly profits subject to the maintenance of registered
capital and required reserves and after the recovery of accumulated losses.
There may be other currency risks that the Company will face as it
expands its operations into other Central and Eastern European countries.
Our charter documents and Delaware law may inhibit investors' lawsuits against
management.
As permitted by Delaware Corporation law, Euroweb International Corp.'s
certificate of incorporation limits the liability of Directors to Euroweb
International Corp. 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 International Corp.'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 a existed prior to the
enhancement of the law.
We may be subject to adverse regulatory conditions and legal uncertainties.
In the United States, the business proposed by the Company is not currently
subject to direct regulation other than federal and state regulation applicable
to businesses generally and multi-level marketing. However, changes in the
regulatory environment relating to the telecommunications, Internet and media
industries could have an effect on its business, which effect may be
materially adverse to the interests of the Company. Additionally, legislative
proposals from international, federal, state and foreign governmental bodies in
the areas of content regulation, intellectual property, privacy rights and tax
issues, could impose additional regulations and obligations upon all online
service and content providers, which effect may be materially adverse to the
interests of the Company. The Company cannot predict the likelihood that any
such legislation will pass, nor the financial impact, if any, the resulting
regulation may have on it.
Moreover, the applicability to persons engaged in Internet commerce of existing
laws governing issues such as intellectual property ownership, libel and
personal privacy is uncertain. Recent events relating to the use of online
services for certain activities has increased public focus and could lead to
increased pressure on foreign and national legislatures to impose regulations
on online service providers. The U.S. law relating to the liability of entities
conducting business over the Internet for information carried on, or
disseminated through, their systems is currently unsettled and has been the
subject of several recent private lawsuits. While the Company intends to
provide only content which meets the highest standards in quality, creativity
and ethical values, should similar actions be initiated against it, costs
incurred as a result of such actions could have a material adverse effect on
the business of the Company.
4
<PAGE>
FORWARD-LOOKING INFORMATION
When used in this prospectus, in other filings by the Company with the SEC, in
the Company's press releases or other public or stockholder communications, or
in oral statements made with the approval of an authorized executive officer of
the Company, the words or phrases "would be," "will allow," "intends to," "will
likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "project," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or nay not be valid or actually occur,
and which involve various risks and uncertainties, including but not limited to
the risks set forth above. See "Risk Factors." In addition, sales and other
revenues may not commence and/or continue as anticipated due to delays or
otherwise. As a result, the Company's actual results for
future periods could differ materially from those anticipated or projected.
Unless otherwise required by applicable law, the Company does not undertake,
and specifically disclaims any obligation, to update any forward-looking
statements to reflect occurrences, developments, unanticipated events or
circumstances after the date of such statement.
USE OF PROCEEDS
All net proceeds from the sale of shares will go to the stockholders who offer
and sell their shares. Accordingly EuroWeb International Corp. will not
receive any proceeds from sales of the shares.
SELLING STOCKHOLDERS
The selling stockholders of EuroWeb International Corp. are offering and
selling 882,495 shares of EuroWeb International Corp. common stock under this
prospectus. These stockholders acquired EuroWeb International Corp. shares in
acquisition transactions at a deemed value of $2.00 per share. EuroWeb
International Corp. agreed under its acquisition agreements with the selling
stockholders to use best efforts to register the 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 International Corp. 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.
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, the number
of shares offered for sale by this prospectus and the amount and percentage
ownership of each selling stockholder after the offering assuming all the
shares 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
International Corp. within the past three years other than as a result of the
ownership of the shares of EuroWeb International Corp.
<TABLE>
<S> <C> <C> <C> <C>
Shares of Common
Name of Security Holder Stock Owned Shares Shares Percentage of
Beneficially Offered Owned Shares owned
Prior to Offering After Offering After offering
-----------------------------------------------------------------------------------------------------------------
Richard Koza 250,000 (1) 250,000 0 0
Lucie Kozova 250,000 (1) 250,000 0 0
Capitalue SA 355,568 (2) 355,568 0 0
Infis s.r.o. 145,455 (3) 145,455 0 0
Peter Babinec 29,630 (4) 29,630 0 0
Peter Krajci 29,630 (4) 29,630 0 0
Karol Tesar 29,630 (4) 29,630 0 0
Gejza Buchler 29,630 (4) 29,630 0 0
Fridrich Gorner 29,630 (4) 29,630 0 0
Juraj Kabat 29,630 (4) 29,630 0 0
Peter Pronay 29,630 (4) 29,630 0 0
Vojtech Kovacs 29,630 (4) 29,630 0 0
Total 882,495 882,495 0 0
==================================================================================================================
</TABLE>
(1) Shares issued by the Company as part of the acquisition price for Luko
CzechNet, Czech Republic, completed in June 1999 and June 2000.
(2) Shares issued by the Company as part of the acquisition price for GNS,
Slovakia, completed in September 1999.
(3) Shares issued by the Company as part of the acquisition price for DODO
s.r.o., Slovakia, completed in August 1999.
(4) Shares issued by the Company as part of the acquisition price for EuNet
Slovakia completed in July 1999.
5
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may offer their EuroWeb International Corp. 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, 1999;
2. Quarterly Report on Form 10-QSB for Quarter ended March 31, 2000.
3. Proxy Statements for the 1999 Annual Meeting of Stockholders held on May 23,
2000;
4. Proxy of the Special Meeting of the Shareholders held on May 11, 2000.
DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, our certificate of incorporation authorizes
us to issue 60,000,000 shares of common stock and 5,000,000 shares of preferred
stock. As of June 1, 2000, 23,292,569 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.
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for EuroWeb
International Corp. 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
International Corp.
EXPERTS
The financial statements incorporated by reference in this prospectus have been
audited by KPMG Hungaria Kft., 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.
The financial statements for the year ended December 31, 1998, incorporated by
reference in this prospectus have been audited by BDO Seidman, LLP, independent
public accountants, to the extent 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.
6
<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) payable by the Registrant in connection with the sale and
distribution of the shares registered hereby:
Total SEC registration fee $706.22.
Total $ 706.22
--------
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.
Item 16. Exhibits
5. Opinion of Cohen & Cohen
23. Consents
(a) KPMG Hungaria Kft.
(b) Cohen & Cohen (contained in opinion filed as Exhibit 5)
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
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(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.
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<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 13, 2000.
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 Financial Officer and
Frank R. Cohen Secretary June 13, 2000
/s/Robert Genova Director, President, and
_________________ Chief Executive Officer June 13, 2000
Robert Genova
/s/Csaba Toro Director and Vice President June 13, 2000
________________
Csaba Toro
Marten Pieters Director June 13, 2000
_________________
Rob van Vliet Director June 13, 2000
_________________
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