============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): APRIL 16, 2002 CYBERNET INTERNET SERVICES INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) DELAWARE (State of Incorporation) 000-25677 51-0384117 (Commission File Number) (I.R.S. Employer Identification No.) 1620 - 400 BURRARD STREET VANCOUVER, BRITISH COLUMBIA V6C 3A6, CANADA (Address of principal executive offices) (604) 683-5767 (Registrant's telephone number, including area code) ============================================================================== ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On April 16, 2002, Cybernet Internet Services International, Inc. (the "Registrant") entered into a share purchase agreement (the "Agreement") with Westwood Corporation ("Westwood") wherein the Registrant sold all of the shares of Cybernet Italia S.p.A. ("Italia") to Westwood in consideration for $10,000. Italia is a provider of Internet communications services and solutions including Internet connectivity, value-added services and advanced communications products in Italy. In 2001 and 2000, Italia reported loss before taxes of Euro 8.0 million and Euro 5.7 million, respectively. At December 31, 2001, the Registrant recorded impairment charges to reduce goodwill and other intangible assets relating to Italia to zero. The consideration received by the Registrant represents the current fair market value of Italia in light of its historical operating results, current financial condition, current and contingent liabilities, cash requirements and future prospects. The summary of the Agreement is qualified in its entirety by reference to the Agreement which is attached hereto as an exhibit. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro forma financial information. To be filed by amendment. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 2.1 Share Purchase Agreement between Cybernet Internet Services International, Inc. and Westwood Corporation dated April 10, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CYBERNET INTERNET SERVICES INTERNATIONAL, INC. /s/ Roy Zanatta ---------------------------- Roy Zanatta Secretary Date: April 19, 2002 -------------- CYBERNET INTERNET SERVICES INTERNATIONAL, INC. FORM 8-K EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 2.1 Share Purchase Agreement between Cybernet Internet Services International, Inc. and Westwood Corporation dated April 10, 2002.