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): December 19, 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 December 19, 2005, Euroweb International Corp. (the "Company") entered into a
Share Purchase Agreement (the "Agreement") with Invitel Tavkozlesi Szolgaltato
Rt., a Hungarian joint stock company ("Invitel"). Pursuant to the Agreement, the
Company has agreed to sell and, Invitel has agreed to purchase, 100% of the
Company's interest in the Company's two Internet and telecom related operating
subsidiaries, Euroweb Hungary Rt. and Euroweb Romania S.A (the "Subsidiaries").
The purchase price to be paid to the Company is USD $30,000,000 in cash of which
USD $29,400,000 is payable at closing and the remaining $600,000 is payable upon
delivery of a certificate prepared by an independent auditor identifying the net
indebtedness of the Subsidiaries, which are required to be debt free. The
purchase price is to be reduced by the amount of any debt held in the
Subsidiaries. The closing of the sale of the Subsidiaries, of which we cannot
provide any guarantee, is expected to occur within seven business days of
receipt of approval of the competition office in Hungary and approval of the
shareholders of the Company provided that such date is no later than June 30,
2006. The Company is required to take all required action to convene a meeting
to vote on and approve the Agreement. If the Company fails to have the Agreement
approved at a shareholders meeting within three months, the Company will be
obligated to reimburse Invitel for its expenses associated with the acquisition
of the Subsidiaries not to exceed EUR 400,000. No material relationship exists
between Invitel and the Company and/or its affiliates, directors, officers or
any associate of an officer or director.
The Subsidiaries provided communications solutions using Internet technologies
to businesses located in Hungary and Romania.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
10.1 Share Purchase Agreement by and between Euroweb
International Corp. and Invitel Tavkozlesi Szolgaltato
Rt.
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: December 20, 2005
Budapest, Hungary