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 1, 2006
EUROWEB INTERNATIONAL CORP.
(Exact name of registrant as specified in charter)
Delaware 1-12000 13-3696015
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
468 North Camden Drive Suite 256(I) Beverly Hills, CA 90210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 860-5697
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
As reported on Form 8-K on June 15, 2006 under Item 1.01 - Entry Into A Material
Definitive Agreement, Euroweb International Corp. (the "Company"), as the sole
shareholder of Euroweb RE Corp. ("ERC"), a wholly-owned subsidiary of the
Company, appointed Yossi Attia, a director of the Company, as an executive
officer of ERC. In connection with Mr. Attia's appointment, Mr. Attia, ERC and
the Company agreed to enter into an employment agreement pursuant to which Mr.
Attia will agree to not compete with the activities of ERC in any manner
whatsoever.
Effective July 1, 2006, the Company entered into a five-year employment
agreement with Yossi Attia as the President of ERC which commenced on July 1,
2006 and provides for annual compensation of $240,000 and an annual bonus of not
less than $120,000 per year, as well as an annual car allowance for the same
period. Mr. Attia will be entitled to a special bonus equal to 10% of the EBITDA
of ERC (the "Special Bonus"), which such bonus is payable in shares of common
stock of the Company; provided, however, the Special Bonus is only payable in
the event that Mr. Attia remains continuously employed by ERC and Mr. Attia
shall not have sold shares of common stock of the Company on or before the
payment date of the Special Bonus unless such shares were received in connection
with the exercise of an option that was scheduled to expire within one year of
the date of exercise.
Mr. Attia's employment agreement mentioned above further provides that, if
employment is terminated other than for wilful breach by the employee, for cause
or in event of a change in control of the Company, then Mr. Attia has the right
to terminate the agreement. In the event of any such termination, Mr. Attia will
be entitled to receive the payment due on the balance of his employment
agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Employment Agreement by and between the
Company and Yossi Attia
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/ MOSHE SCHNAPP
-----------------------------
Name: Moshe Schnapp
Title: President
Date: July 5, 2006
Beverley Hills, California