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): August 31, 2006
EUROWEB INTERNATIONAL CORP.
(Exact name of registrant as specified in charter)
Delaware 001-12000 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 Material Definitive Agreements
Euroweb International Corp. ("Company"), subsequent to the Joint Venture with
Ashfield Finance, LLC ("Ashfield"), as reported on Form 8K filed with the
Securities and Exchange Commission on August 31, 2006, and detailed below, has
entered and finalized on August 31, 2006 into a term sheet by and among the
Company, ARM Corporate Finance Limited, London based investment bankers, and
Cukierman and Co., Israeli investment bankers, for the establishment and
potential listing of a company on the London OFEX exchange ("OFEXCO") with a
view to having OFEXCO enter into an acquisition agreement to acquire 50.1% of
Navigator Informatika Rt. ("Navigator"), the Company's wholly owned subsidiary,
in exchange for 50.1% of OFEXCO. In addition, OFEXCO will have an option to
purchase the remaining 49.9% of Navigator from the Company for cash and shares
of OFEXCO. Subsequent to the acquisition of Navigator, OFEXCO intends to raise
funds, with the objective of moving OFEXCO to the London AIM exchange of which
there can be no guarantee.
The Company has previously entered into a Joint Venture Agreement with Ashfield
forming EA Emerging Ventures Corp. ("EEVC") Through such Joint Venture, EEVC
will provide a loan of about 500,000 sterling into OFEXCO, and commit to a
further loan of an additional 500,000 sterling into OFEXCO at the time of
OFEXCO's listing with the London AIM exchange, of which there can be no
guarantee. Such secondary investment by EEVC is contingent on the investment
from other investors, on the same terms and conditions. The structure of the
transaction is based on cash and shares of OFEXCO to be paid to the Company, on
terms that will be negotiate between the Company and the Investment Bankers. The
transaction will be structured in a manner that if the suggested listing on the
London AIM exchange is not successful, it will be null and void.
Item 9.01 Financial Statement and Exhibits
Exhibit No. Exhibit Description
10.1 Term Sheet entered by and between Euroweb International
Corp., ARM Corporate Finance and Cukierman & Company
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 CORP.
By: /s/ YOSSI ATTIA
-------------------------------------
Name: Yossi Attia
Title: Chief Executive Officer
Date: September 5, 2006
Beverly Hills, California