<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Asia Web Holdings, Inc.
-----------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
04518C100
------------------------------
(CUSIP Number)
Craig Van De Mark
1001 McKinney, Suite 1900
Houston, Texas 77002
(713) 265-0265
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 26, 2000
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 04518C100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Selim K. Zilkha, as Trustee of the Selim K. Zilkha Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 12,000,000 shares
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
12,000,000 shares
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.53% (based upon the number of shares outstanding on March 24, 2000, as
represented by the Company in the Purchase Agreement and the number of
shares to be issued by the Company pursuant to the Purchase Agreement)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 13
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SCHEDULE 13D
CUSIP NO. 04518C100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Selim K. Zilkha Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 12,000,000 shares
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
12,000,000 shares
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.53% (based upon the number of shares outstanding on March 24, 2000, as
represented by the Company in the Purchase Agreement and the number of
shares to be issued by the Company pursuant to the Purchase Agreement)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO; Trust
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 13
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D is being filed by the Selim K.
Zilkha Trust and Selim K. Zilkha, as trustee of the Selim K. Zilkha Trust (each
individually a "Reporting Person" and together, the "Reporting Persons"), and
relates to the beneficial ownership of shares of common stock, par value $.001
per share ("Company Common Stock"), of Asia Web Holdings, Inc. (formerly known
as AcuBid.com, Inc. (the "Company")). The address of the Company's principal
executive offices is 1947 Camino Vida Roble, Suite 102, Carlsbad, California
92008.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) The information required to be filed in response to
paragraphs (a), (b) and (c) of Item 2 with respect to the Reporting Persons are
set forth on Schedule I.
(d) During the last five years, neither of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any of such persons was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Selim K. Zilkha is a citizen of the United States of America. The
Selim K. Zilkha Trust is a trust created under the laws of the State of
California.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Selim K. Zilkha Trust purchased the Series B Preferred Stock (as
defined below) and the Warrants (as defined below) with cash funds held within
the trust. No funds were borrowed to complete the purchase.
ITEM 4. PURPOSE OF TRANSACTION
On March 13, 2000, the Company entered into a Stock Purchase Agreement
(the "Original Stock Purchase Agreement") with Adisatrya Surya Sulisto
("Sulisto"), owner of at least 90% of the issued and outstanding shares of PT
Jaring Data Interaktif, an Indonesian corporation ("JDI"), wherein and whereby,
the Company, through its wholly owned subsidiary, Acubid Acquisition Corp., a
Delaware corporation ("Acquisition Sub"), would purchase from Sulisto 90% of the
issued and outstanding shares of JDI in exchange for 44,000,000 shares of
Company Common Stock. The Original Stock Purchase Agreement also contemplated
that an additional 5,000,000 shares of Company Common Stock would be issued to
Sulisto in the event that Sulisto raised an additional $10,000,000 in capital
for the Company.
Page 4 of 13
<PAGE> 5
The Company entered into an Amended and Restated Stock Purchase
Agreement, dated March 24, 2000, which replaced the Original Stock Purchase
Agreement executed March 13, 2000. This Agreement clarified certain terms of the
original agreement, expanded the representations and warranties made by the
Company and Sulisto and addressed Sulisto's contemplated arrangement to have the
Selim K. Zilkha Trust purchase 5,000,000 shares of Company Common Stock from the
Company for $2.00 per share. The Amended and Restated Stock Purchase Agreement
also provided that the Selim K. Zilkha Trust would be entitled to all the
rights, remedies and other benefits under the agreement to which Sulisto was
entitled, on a pro rata basis, in accordance with the number of shares of
Company Common Stock issued or to be issued to each. Such rights included the
registration rights described below.
At the Company's Annual Meeting of Stockholders on May 22, 2000, the
Company's stockholders approved and adopted the following, among other matters:
(A) the Amended and Restated Purchase Agreement, dated March 24,
2000;
(B) amendments to the Company's Certificate of Incorporation to
increase the number of authorized shares of Company Common
Stock from 50,000,000 to 100,000,000 shares and to change the
name of the Company to Asia Web Holdings, Inc.; and
(C) the election of Michael Schaffer, Waddy Stephenson, Tjahjono
Soerjodibroto, William Millard, Terry Giles, Raj Singam,
Gordon Holterman and Bosko Djordjevic to the Company's Board
of Directors for a term of one year effective upon the Closing
Date (as defined in the Amended and Restated Stock Purchase
Agreement).
Pursuant to the terms of the Amended and Restated Stock Purchase
Agreement, the bylaws of the Company and Acquisition Sub were amended to provide
for eight directors, and Messrs. Soerjodibroto, Millard, Giles, Singam,
Holterman and Djordjevic were selected by Sulisto for nomination and election to
the each such company's Board of Directors.
As contemplated by the Amended and Restated Stock Purchase Agreement,
between May 22, 2000 and June 28, the Company entered into the following
agreements with certain of its officers and directors (the "Officer and Director
Agreements"), including some of the directors whose election became effective
upon closing. The description of these agreements are qualified in their
entirety by reference to the copies of such agreements which are filed as
exhibits hereto and are incorporated herein by reference.
Michael Schaffer. An employment agreement between Michael Schaffer and
the Company was entered into on June 1, 2000. In return for his serving as Chief
Executive Officer for the next five years, Mr. Schaffer will receive an annual
salary of $150,000 plus a monthly car allowance of $500. Additionally, in the
employment agreement, Mr. Schaffer was granted options to purchase 500,000
shares of Company Common Stock. Of those 500,000 options, 300,000 are
non-qualified options and subject to the terms of a Stock Option Agreement
also executed on June 1, 2000. The remaining 200,000 options are incentive
equity options and are subject to the terms of the Company's Incentive Equity
Plan. The non-qualified options vest at a rate of 150,000 per year, the first
vesting commencing immediately with the signing of the employment agreement. The
exercise price for the
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non-qualified options shall be $2.50 per share. The incentive equity options
vest at a rate of 40,000 per year, the first vesting commencing immediately with
the signing of the employment agreement. The exercise price for the incentive
equity options is $2.50 per share. No additional director compensation is
presently provided to Mr. Schaffer. In the event Mr. Schaffer is terminated by
the Company without cause, the Company is obligated to pay Mr. Schaffer: (a) an
amount equal to one and one half times one year of the his base salary if his
employment is terminated within the first year; (b) an amount equal to one year
of his base if Mr. Schaffer is terminated during the three years following the
first anniversary of the employment agreement; and (c) an amount equal to one
half of one year of the base salary if Mr. Schaffer is terminated any time
thereafter during the term of the employment agreement.
Waddy Stephenson. An employment agreement between Waddy Stephenson and
the Company was entered into on June 1, 2000. In return for his serving as Chief
Technology Officer for the next five years, Mr. Stephenson will receive an
annual salary of $100,000 plus a monthly car allowance of $450. Additionally, in
the employment agreement, Mr. Stephenson was granted options to purchase 100,000
shares of Company Common Stock. These options are incentive equity options,
subject to the terms of the Company's Incentive Equity Plan, and vest at a rate
of 40,000 per year, the first vesting commencing immediately with the signing of
the employment agreement. The exercise price for the options is $2.50 per share.
No additional director compensation is presently provided to Mr. Stephenson. In
the event Mr. Stephenson is terminated by the Company without cause, the Company
is obligated to pay Mr. Stephenson: (a) an amount equal to one and one half
times one year of the his base salary if his employment is terminated within the
first year; (b) an amount equal to one year of his base if Mr. Stephenson is
terminated during the three years following the first anniversary of the
employment agreement; and (c) an amount equal to one half of one year of the
base salary if Mr. Stephenson is terminated any time thereafter during the term
of the employment agreement.
Lawrence Schaffer. An employment agreement between Lawrence Schaffer
and the Company was entered into on June 1, 2000. In return for his serving as
President for the next five years, Mr. Schaffer will receive an annual salary of
$84,000 plus a monthly car allowance of $450. In the event Mr. Schaffer is
terminated by the Company without cause, the Company is obligated to pay Mr.
Schaffer: (a) an amount equal to one and one half times one year of the his base
salary if his employment is terminated within the first year; (b) an amount
equal to one year of his base if Mr. Schaffer is terminated during the three
years following the first anniversary of the employment agreement; and (c) an
amount equal to one half of one year of the base salary if Mr. Schaffer is
terminated any time thereafter during the term of the employment agreement.
Terry Giles. An agreement between Terry Giles and the Company was
entered into on June 14, 2000. In return for his serving as a director of the
Company for the next five years, Mr. Giles was granted options to purchase
500,000 shares of Company Common Stock. These options are non-qualified options
and vest at a rate of 100,000 per year, the first vesting commencing immediately
with the signing of the agreement. The exercise price for the options is $2.00
per share.
Page 6 of 13
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William Millard. An agreement between William Millard and the Company
was entered into on June 14, 2000. In return for his serving as a director of
the Company for the next five years, Mr. Millard was granted options to purchase
500,000 shares of Company Common Stock. These options are non-qualified options
and vest at a rate of 100,000 per year, the first vesting commencing immediately
with the signing of the agreement. The exercise price for the options is $2.00
per share.
Tjahjono Soerjodibroto. A services agreement between Tjahjono
Soerjodibroto and the Company was entered into on June 28, 2000. In return for
his serving as director and Chairman of the Board for the next five years, Mr.
Soerjodibroto will receive an annual salary of $200,000. Additionally, in the
services agreement, Mr. Soerjodibroto was granted options to purchase 150,000
shares of Company Common Stock. These options are non-qualified options and
vest at a rate of 30,000 per year, the first vesting commencing at the end of
the first year of service. The exercise price for the options is $2.00 per
share.
Pursuant to a Sale and Purchase Agreement, dated June 12, 2000, between
Sulisto and Alanberg Pte. Ltd., a Singapore corporation, ("Alanberg" or
"Seller"), Alanberg assumed all of the duties, rights and obligations of Sulisto
under the Amended and Restated Stock Purchase Agreement.
On June 19, 2000, Acquisition Sub purchased 180,000,000 shares of the
capital stock of JDI, which shares represented 90% of the outstanding shares of
capital stock of JDI, and the Company issued to Seller 44,000,000 shares of
Company Common Stock.
On June 20, 2000, the Company entered into Amendment No. 1 to the
Amended and Restated Stock Purchase Agreement (together with the Amended and
Restated Stock Purchase Agreement, the "Purchase Agreement"), which provided for
the Selim K. Zilkha Trust's purchase of 1,000,000 shares of the Company's Series
B Convertible Preferred Stock (the "Series B Preferred Stock") (in lieu of
5,000,000 shares of Company Common Stock) at a price of $10.00 per share. As
amended, the Purchase Agreement also provided for the issuance to the Selim K.
Zilkha Trust of two warrants (the "Warrants") as part of the purchase of the
Series B Preferred Shares: (a) a warrant to purchase an additional 5,000,000
shares of Company Common Stock at a price of $2.00 per share for the first three
years after the Closing Date (as defined in the Purchase Agreement), and at a
price of $4.00 per share for an additional two years thereafter and (b) a
warrant to purchase an additional 2,000,000 shares of Company Common Stock at a
price of $5.00 per share for a period of five years after the Closing Date. This
amendment also provided that the Selim K. Zilkha Trust was entitled to all the
same rights, remedies and other benefits under the Purchase Agreement as the
Seller, including the registration rights described below.
In connection with the Selim K. Zilkha Trust's purchase of the
Series B Preferred Stock and the Warrants, the Selim K. Zilkha Trust and the
Company entered into warrant agreements (the "Warrant Agreements") relating to
the Warrants, as well as a Registration Rights Agreement (the "Registration
Rights Agreement") relating to the Company Common Stock issuable upon conversion
of the Series B Preferred Stock and upon exercise of the Warrants. The Warrant
Agreements expire on June 19, 2005. The Registration Rights Agreement entitles
the Selim K. Zilkha Trust to one demand registration and an unlimited number of
incidental or "piggyback" registrations. In all
Page 7 of 13
<PAGE> 8
"piggyback" registrations, the Company is obligated to pay all costs and
expenses with the exception of underwriting commissions and discounts, transfer
taxes and legal fees for the selling shareholders. As for the demand
registration, the Company is obligated to pay all costs and expenses with the
exception of underwriting commissions and discounts, transfer taxes and legal
fees and Commission and NASD filing fees, and state securities registration and
filing fees attributable solely to inclusion of the selling shareholders' stock
in the registration statement. The Selim K. Zilkha Trust's registration rights
expire on June 21, 2005.
The Company also filed the Certificate of Designations of the Series B
Preferred Stock with the Delaware Secretary of State on June 20, 2000. The
Series B Preferred Shares have a stated value of $10.00 per share, rank senior
to all other securities of the Company, including later authorized classes, have
a liquidation preference, and are convertible, at any time into five shares of
Company Common Stock for each preferred share. The Series B Preferred Shares
also contain an economic anti-dilution provision in the event that the Company
sells Company Common Stock at a more advantageous price than $2.00 per share
within ten years of the issuance of the Series B Preferred Shares.
On June 26, 2000, the Selim K. Zilkha Trust purchased 1,000,000 shares
of Series B Preferred Stock from the Company for $10,000,000.
Either or both of the Reporting Persons may change any of his or its
current intentions, acquire a beneficial interest in additional shares of
Company Common Stock, or take any other action with respect to the Company or
any of its equity securities in any manner permitted by law. Reference is hereby
made to Articles II, III, VI, VII, VIII, XI and XII of the Purchase Agreement
for a description of other transactions or events of the type describe in
paragraphs (a) through (j) of Item 4 of Schedule 13D. Except as disclosed in
this Item 4, neither of the Reporting Persons has any current plans or proposals
that relate to or would result in any of the events described in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
The filing of this Statement on Schedule 13D shall not be construed as
an admission by either of the Reporting Persons that, for purposes of Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, either of
the Reporting Persons is the beneficial owner of the shares of Company Common
Stock to which this Statement on Schedule 13D relates.
The foregoing response to this Item 4 is qualified in its entirety by
reference to the Original Stock Purchase Agreement, the full text of which is
filed as Exhibit A hereto, the Amended and Restated Stock Purchase Agreement,
the full text of which is filed as Exhibit B hereto, Amendment No. 1 to the
Amended and Restated Stock Purchase Agreement, the full text of which is filed
as Exhibit C hereto, the Registration Rights Agreement, the full text of which
is filed as Exhibit D hereto, the Warrant Agreements, the full text of which are
filed as Exhibits E and F hereto, and the Series B Preferred Designation, the
full text of which is filed as Exhibit G hereto. All such agreements and
documents are incorporated herein by reference.
Page 8 of 13
<PAGE> 9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Company represented in the Purchase Agreement that it
had outstanding as of the close of business on March 24, 2000 an aggregate of
8,765,408 shares of Company Common Stock. As of the date of this Schedule 13D,
each Reporting Person may be deemed to beneficially own up to the number of
shares and corresponding percentage of the outstanding shares of Company Common
Stock as is set forth on the cover pages of this Schedule 13D. Such information
assumes the Reporting Persons' (1) conversion of all shares of Series B
Preferred Stock into Company Common Stock and (2) exercise of all of the
Warrants held by the Reporting Persons to purchase shares of Company Common
Stock. Such information is incorporated herein by reference.
(b) The number of shares of Company Common Stock as to which
there is sole power to vote or to direct the vote, shared power to vote or
direct the vote, sole power to dispose or to direct the disposition, or shared
power to dispose or direct the disposition for each Reporting Person is set
forth on the cover pages of this Schedule 13D, and such information is
incorporated herein by reference. Such information assumes full conversion of
the Series B Preferred Stock into shares of Company Common Stock and full
exercise of the Warrants.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The response to Item 4, the Purchase Agreement, the Warrant
Agreements, the Series B Preferred Designation, the Registration Rights
Agreement and the Officer and Director Agreements are incorporated herein by
reference. In addition, in connection with and as an inducement to its purchase
of the Series B Preferred Stock and the Warrants, the Selim K. Zilkha Trust
entered into an agreement, dated June 23, 2000, with Peter F. Gontha, whose
family owns a direct and indirect interest in JDI. Mr. Gontha is the
father-in-law of Mr. Sulisto. Pursuant to this agreement, in the event that PT
Datakom Asia, an Indonesian corporation in which Mr. Gontha owns an equity
interest, is successfully restructured, Mr. Gontha has agreed to transfer,
convey and assign to the Selim K. Zilkha Trust up to 20% of the shares of PT
Datacom Asia owned by Mr. Gontha, his relatives and any entities majority-owned
by Mr. Gontha or his relatives following such restructuring. The exact
percentage of shares to be transferred will depend upon the percentage of PT
Datacom Asia owned by Mr. Gontha, his relatives and entities majority-owned by
Mr. Gontha or his relatives following the restructuring. Pursuant to this
agreement, Mr. Gontha has also agreed to cause the Company to issue to the
Selim K. Zilkha Trust additional shares of Company Common Stock in the event
of certain dilutive events. A copy of this agreement is filed as Exhibit H
hereto and is incorporated herein by reference.
Page 9 of 13
<PAGE> 10
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as exhibits to this
Schedule 13D:
A. Stock Purchase Agreement, dated March 13,
2000, among the Company, Acquisition Sub,
JDI and Sulisto (incorporated by reference
to Exhibit 2.1 to AcuBid.com, Inc.'s Current
Report on Form 8-K, dated March 13, 2000 and
filed March 29, 2000 (Commission File No.
000-27757))
B. Amended and Restated Stock Purchase
Agreement, dated March 24, 2000, among the
Company, Acquisition Sub, JDI and Sulisto
(incorporated by reference to Exhibit 2.2 to
AcuBid.com, Inc.'s Current Report on Form
8-K, dated March 13, 2000 and filed March
29, 2000 (Commission File No. 000-27757))
C. Amendment No. 1 to Amended and Restated
Stock Purchase Agreement, dated June 20,
2000, among the Company, Acquisition Sub,
JDI and Alanberg, as assignee of Sulisto
(incorporated by reference to Exhibit 2.3 to
Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
D. Registration Rights Agreement between the
Company and the Selim K. Zilkha Trust, dated
June 20, 2000 (incorporated by reference to
Exhibit 10.9 to Current Report on Form 8-K
of Asia Web Holdings, Inc. (formerly
AcuBid.com, Inc.), dated June 19, 2000 and
filed July 5, 2000 (Commission File No.
000-27757))
E. Warrant Agreement, dated June 20, 2000,
between the Company and the Selim K. Zilkha
Trust, relating to warrants to purchase
5,000,000 shares of Company Common Stock
(incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
F. Warrant Agreement, dated June 20, 2000,
between the Company and the Selim K. Zilkha
Trust, relating to warrants to purchase
2,000,000 shares of Company Common Stock
(incorporated by reference to Exhibit 4.3 to
Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
Page 10 of 13
<PAGE> 11
G. Series B Preferred Stock Designations
(incorporated by reference to Exhibit 4.1 to
Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
H. Agreement, dated June 23, 2000, between
Peter F. Gontha and the Selim K. Zilkha
Trust.
I. Employment Agreement with Michael Schaffer,
dated June 1, 2000 (incorporated by
reference to Exhibit 10.1 to Current Report
on Form 8-K of Asia Web Holdings, Inc.
(formerly AcuBid.com, Inc.), dated June 19,
2000 and filed July 5, 2000 (Commission File
No. 000-27757))
J. Stock Option Agreement with Michael
Schaffer, dated June 1, 2000 (incorporated
by reference to Exhibit 10.2 to Current
Report on Form 8-K of Asia Web Holdings,
Inc. (formerly AcuBid.com, Inc.), dated
June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
K. Employment Agreement with Waddy Stephenson,
dated June 1, 2000 (incorporated by
reference to Exhibit 10.3 to Current Report
on Form 8-K of Asia Web Holdings, Inc.
(formerly AcuBid.com, Inc.), dated June 19,
2000 and filed July 5, 2000 (Commission File
No. 000-27757))
L. Employment Agreement with Lawrence Schaffer,
dated June 1, 2000 (incorporated by
reference to Exhibit 10.4 to Current Report
on Form 8-K of Asia Web Holdings, Inc.
(formerly AcuBid.com, Inc.), dated June 19,
2000 and filed July 5, 2000 (Commission File
No. 000-27757))
M. Director's Compensation Agreement with Terry
Giles, dated June 14, 2000 (incorporated by
reference to Exhibit 10.5 to Current Report
on Form 8-K of Asia Web Holdings, Inc.
(formerly AcuBid.com, Inc.), dated June 19,
2000 and filed July 5, 2000 (Commission File
No. 000-27757))
N. Director's Compensation Agreement with
William Millard, dated June 14, 2000
(incorporated by reference to Exhibit 10.6
to Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
O. Director's Compensation Agreement with
Tjahjono Soerjodibroto, dated June 28, 2000
(incorporated by reference to Exhibit 10.7
to Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
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<PAGE> 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 6, 2000
/s/ Selim K. Zilkha
-----------------------------------------------
Selim K. Zilkha, as Trustee of the Selim K.
Zilkha Trust
/s/ Selim K. Zilkha
-----------------------------------------------
Selim K. Zilkha
Page 12 of 13
<PAGE> 13
SCHEDULE I
Name: Selim K. Zilkha
Address: 1001 McKinney, Suite 1900
Houston, Texas 77002
Occupation: Investor
Name: Selim K. Zilkha Trust
Address: 1001 McKinney, Suite 1900
Houston, Texas 77002
Occupation: N/A
Page 13 of 13
<PAGE> 14
INDEX TO EXHIBITS
A. Stock Purchase Agreement, dated March 13,
2000, among the Company, Acquisition Sub,
JDI and Sulisto (incorporated by reference
to Exhibit 2.1 to AcuBid.com, Inc.'s Current
Report on Form 8-K, dated March 13, 2000 and
filed March 29, 2000 (Commission File No.
000-27757))
B. Amended and Restated Stock Purchase
Agreement, dated March 24, 2000, among the
Company, Acquisition Sub, JDI and Sulisto
(incorporated by reference to Exhibit 2.2 to
AcuBid.com, Inc.'s Current Report on Form
8-K, dated March 13, 2000 and filed March
29, 2000 (Commission File No. 000-27757))
C. Amendment No. 1 to Amended and Restated
Stock Purchase Agreement, dated June 20,
2000, among the Company, Acquisition Sub,
JDI and Alanberg, as assignee of Sulisto
(incorporated by reference to Exhibit 2.3 to
Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
D. Registration Rights Agreement between the
Company and the Selim K. Zilkha Trust, dated
June 20, 2000 (incorporated by reference to
Exhibit 10.9 to Current Report on Form 8-K
of Asia Web Holdings, Inc. (formerly
AcuBid.com, Inc.), dated June 19, 2000 and
filed July 5, 2000 (Commission File No.
000-27757))
E. Warrant Agreement, dated June 20, 2000,
between the Company and the Selim K. Zilkha
Trust, relating to warrants to purchase
5,000,000 shares of Company Common Stock
(incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
F. Warrant Agreement, dated June 20, 2000,
between the Company and the Selim K. Zilkha
Trust, relating to warrants to purchase
2,000,000 shares of Company Common Stock
(incorporated by reference to Exhibit 4.3 to
Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
<PAGE> 15
G. Series B Preferred Stock Designations
(incorporated by reference to Exhibit 4.1 to
Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
H. Agreement, dated June 23, 2000, between
Peter F. Gontha and the Selim K. Zilkha
Trust.
I. Employment Agreement with Michael Schaffer,
dated June 1, 2000 (incorporated by
reference to Exhibit 10.1 to Current Report
on Form 8-K of Asia Web Holdings, Inc.
(formerly AcuBid.com, Inc.), dated June 19,
2000 and filed July 5, 2000 (Commission File
No. 000-27757))
J. Stock Option Agreement with Michael
Schaffer, dated June 1, 2000 (incorporated
by reference to Exhibit 10.2 to Current
Report on Form 8-K of Asia Web Holdings,
Inc. (formerly AcuBid.com, Inc.), dated June
19, 2000 and filed July 5, 2000 (Commission
File No. 000-27757))
K. Employment Agreement with Waddy Stephenson,
dated June 1, 2000 (incorporated by
reference to Exhibit 10.3 to Current Report
on Form 8-K of Asia Web Holdings, Inc.
(formerly AcuBid.com, Inc.), dated June 19,
2000 and filed July 5, 2000 (Commission File
No. 000-27757))
L. Employment Agreement with Lawrence Schaffer,
dated June 1, 2000 (incorporated by
reference to Exhibit 10.4 to Current Report
on Form 8-K of Asia Web Holdings, Inc.
(formerly AcuBid.com, Inc.), dated June 19,
2000 and filed July 5, 2000 (Commission File
No. 000-27757))
M. Director's Compensation Agreement with Terry
Giles, dated June 14, 2000 (incorporated by
reference to Exhibit 10.5 to Current Report
on Form 8-K of Asia Web Holdings, Inc.
(formerly AcuBid.com, Inc.), dated June 19,
2000 and filed July 5, 2000 (Commission File
No. 000-27757))
N. Director's Compensation Agreement with
William Millard, dated June 14, 2000
(incorporated by reference to Exhibit 10.6
to Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
O. Director's Compensation Agreement with
Tjahjono Soerjodibroto, dated June 28, 2000
(incorporated by reference to Exhibit 10.7
to Current Report on Form 8-K of Asia Web
Holdings, Inc. (formerly AcuBid.com, Inc.),
dated June 19, 2000 and filed July 5, 2000
(Commission File No. 000-27757))
