UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): February 12, 2004
EUROWEB INTERNATIONAL CORP.
(Exact name of registrant as specified in charter)
Delaware 1-1200 13-3696015
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1122 Budapest, Varosmajor utca 13. Hungary
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: +36-1-8897101
ITEM 2. Acquisition or Disposition of Assets
On February 12, 2004, Euroweb International Corp., a Delaware corporation (the
"Company"), entered into a Shares Purchase Agreement with PanTel Tavkozlesi es
Kommunikacios rt. ("Pantel"), a Hungarian corporation, to acquire Pantel's 51%
interest in Euroweb Hungary Rt., a Hungarian corporation ("Euroweb Hungary")
that provides Internet service and is based in Budapest, Hungary. The Company
currently owns 49% of Euroweb Hungary and, as a result of this acquisition,
Euroweb Hungary will become a wholly-owned subsidiary of the Company. The
purchase price to be paid by the Company for Pantel's interest in Euroweb
Hungary is EURO 1,650,000. The acquisition was funded from cash that the Company
had previously raised. The Board of Directors of the Company approved the
acquisition of Euroweb Hungary based on the recommendation of the independent
directors.
In addition, a Service Contract was entered between Euroweb Hungary, Neophone
Rt. ("Neophone") and Freestart Kft. ("Freestart"), the Company's Hungarian
subsidiaries (Euroweb Hungary, Neophone and Freestart are collectively referred
to as the "Hungarian Subsidiaries"), and Pantel, by which the Hungarian
Subsidiaries agreed to buy services from Pantel on an annual basis of HUF
600,000,000 plus value added tax during the next three years (the "Annual
Commitment"). In 2003, the Hungarian Subsidiaries purchased in excess of HUF
700,000,000 in services from Pantel. In the event that the Hungarian
Subsidiaries do not satisfy the Annual Commitment, then the Hungarian
Subsidiaries are required to pay to Pantel a penalty equal to 25% of the Annual
Commitment less any services purchased. The Company has agreed to guarantee the
payment of the Annual Commitment. Further, the Company has also agreed to
guarantee a loan in the amount of HUF 245,000,000 plus interest payable by
Freestart to Pantel as well as the payment of HUF 93,000,000 plus value added
tax to be made by Euroweb Hungary to Pantel in connection with unpaid services
that have incurred to date.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
Audited Financial Statements of Euroweb Hungary Rt. for the years
ended December 31, 2003 and December 31, 2002 (to be filed by
amendment).
(b) Proforma Financial Information
Proforma Financial Information (to be filed by amendment).
(c) Exhibits.
Exhibit No. Description
10.1 Shares Purchase Agreement between PanTel Tavkozlesi es Kommunikacios rt., a
Hungarian company, and Euroweb International Corp., a Delaware corporation
10.2 Guaranty by Euroweb International Corp., a Delaware corporation, in favor
of PanTel Tavkozlesi es Kommunikacios rt., a Hungarian company
SIGNATURES
Pursuant to the requirements of the Securities 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.
Date: February 27, 2004 /s/Csaba Toro
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Csaba Toro
Chief Executive Officer