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): June 19, 2006
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.)
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
On June 19, 2006, EWEB RE Corp. ("ERC"), a wholly owned subsidiary of Euroweb
International Corp. (the "Company"), entered into an Investment Agreement (the
"Agreement") with a third party, AO Bonanza Las Vegas, Inc. ("AOB"), pursuant to
which the ERC, within its sole discretion, has agreed to provide secured loans
to AOB not to exceed the amount of $10,000,000. ERC made the first loan to AOB
in the amount of $2,600,000 as of June 20, 2006, from funds available to ERC
from the Company as reported on the Form 8-K Current Report filed with the
Securities and Exchange Commission on June 15, 2006. AOB may request additional
funds at anytime after July 15, 2006.
AOB is developing a real property in down town Las Vegas, Nevada, where it
intends to build 296 condos plus commercial space (the "Property"). AOB obtained
entitlements to the Property, and has advised that it expects to break ground or
commence sales during 2006.
Each loan provided to AOB is due on demand or upon maturity on January 14, 2008.
All loans will be secured by a deed of trust, assignment of rents nd security
agreement with respect to the property, along with ALTA American Land Title
Association title policy to be issued by a title company. All proceeds from the
loan are placed in an escrow and are released for specific purposes associated
with the development of the Property.
If ERC requests that the funds be paid on demand prior to maturity, then AOB
shall be entitled to reduce the amount requested to be prepaid by 10%. The 10%
discount will be paid to AOB in the form of shares of common stock of the
Company, which will be computed by dividing the dollar amount of the 10%
discount by the market price of the Company's shares of common stock.
The terms of the loans require that ERC to be paid-off the greater of (i) the
principal including 12% interest per annum or (ii) 33% of all gross profits
derived from the Property.
In addition, ERC has the right to acquire the Property for a purchase price of
$15,000,000 (the "Purchase Price") through January 1, 2015. The Purchase is
payable in $10,000,000 in cash and $5,000,000 in shares of common stock of the
Company (the "Shares"). The number of Shares is determined by dividing
$5,000,000 by the higher of (i) the book value of one share of the Company's
common stock based on the Company's balance sheet filed with the Securities and
Exchange Commission immediately prior to the exercise of the option or (ii) the
90 day weighted average price of the Company's market price immediately prior to
the exercise of the option multiplied by 110%. In the event that the number of
shares of common stock issuable upon exercise of the option exceeds the number
of shares of common stock that may be issued pursuant to the regulations of the
exchange on which the Company is trading at the time of the exercise of the
option, then the Company shall use its best efforts to have such issuance
approved by the shareholders of the Company. If it is unable to obtain such
approval, then ERC will pay the balance of the $5,000,000 in cash.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Investment Agreement between AO Bonanza Las
Vegas, Inc. and EWEB RE Corp.
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: June 22, 2006
Los Angeles, California