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): July 21, 2005
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.)
1138 Budapest, Vaci ut 141. Hungary
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: +36-1-8897000
Copies to:
Gregory Sichenzia, Esq.
Stephen M. Fleming, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On July 21, 2005, Euroweb International Corp. (the "Euroweb") and Euroweb
Hungary Rt. ("Euroweb Hungary"), a wholly-owned subsidiary of Euroweb
(collectively, Euroweb Hungary and Euroweb are hereinafter referred to as the
"Company"), entered into a Sale and Purchase Agreement (the "Agreement") with
Marivaux Investments Limited ("Marivaux") and Graeton Holdings Limited
("Graeton") (collectively, Marivaux and Graeton are hereinafter referred to as
the "Sellers"), which are both registered under the laws of the Cyprus. Pursuant
to the Agreement, the Company has agreed to acquire and, the Sellers have agreed
to sell, 100% of the Seller's interest in Navigator Informatika Rt.
("Navigator"), a Hungarian company. In consideration for Marivaux's interest in
Navigator, the Company will pay Marivaux USD $8,500,000 of which USD $150,000
was paid upon signing of the Agreement and $8,350,000 shall be paid upon
closing. In addition, at closing, Euroweb shall issue Graeton 441,566 shares of
common stock of Euroweb (the "Shares"). The Company will utilize $6,000,000 long
term bank loan from Commerzbank Hungary ("Commerzbank") to finance the cash part
of purchase price, while $2,500,000 will be financed from existing cash on hand.
Euroweb has entered into a Registration Rights Agreement dated July 21, 2005
whereby it agreed to file a registration statement registering the Shares within
75 days from the closing and have such registration statement declared effective
within 150 days from the filing thereof. In the event that Euroweb fails to meet
its obligations to register the Shares it may be required to pay a penalty equal
to 1% of the value of the Shares on a monthly basis.
The closing of the sale of Navigator is expected to occur within five days after
the complete satisfaction of all closing conditions including, but not limited
to, the approval of the Hungarian Competition Office and obtaining the
acquisition loan from Commerzbank. No material relationship exists between the
Sellers and the Company and/or its affiliates, directors, officers or any
associate of an officer or director.
Navigator is engaged in information technology outsourcing, applications
development and information technology consulting services primarily in the
Hungarian market. Navigator Group reported 2004 revenues of about US $8 million,
and serves to position the Company as a potential IT market consolidator in
Hungary and Eastern Europe. Navigator's client base includes primarily large
organizations both in the corporate and institutional (public) sector.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
----------- -----------
10.1
Sale and Purchase Agreement by and between
the Company and the Sellers dated July 21,
2005
10.2
Registration Rights Agreement dated July 21,
2005
99.1 Press Release dated July 26, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EUROWEB INTERNATIONAL CORPORATION
By: /s/ CSABA TORO
--------------------------------
Name: Csaba Toro
Title: Chief Executive Officer
Date: July 26, 2005
Budapest, Hungary