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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): June 25, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 25, 2002, Cybernet Internet Dienstleistungen AG ("Cybernet AG"), a
wholly-owned subsidiary of Cybernet Internet Services International, Inc. (the
"Registrant"), entered into an asset purchase and transfer agreement (the "Asset
Purchase and Transfer Agreement") between Cybernet AG and Disko Leasing GmbH
("Disko") whereby Cybernet AG sold all of its assets, equipment, furniture and
fixtures located in its data centers in Hamburg, Frankfurt and Munich (the "Data
Centers") to Disko in consideration for approximately euro 33,591,877. The net
payment received by Cybernet AG after payment of an arrangement fee to Telehouse
Deutschland GmbH ("Telehouse") and the offsetting of pre-payments and other
amounts is, exclusive of VAT, approximately euro 29 million.
Pursuant to the terms of the Asset Purchase and Transfer Agreement, Cybernet AG
also (i) cancelled certain lease agreements for space Cybernet AG had leased for
the Data Centers, (ii) terminated the operating agreements for the Data Centers
as of June 30, 2002 under an agreement (the "Termination Agreement") with
Telehouse, (iii) amended the service agreements for the Data Centers in
Frankfurt and Munich under which Cybernet AG leases back from Telehouse
co-location areas, and (iv) paid an arrangement fee to Telehouse under an
agreement (the "Arrangement Fee and Settlement Agreement") dated June 25, 2002
between Cybernet AG and Telehouse, (collectively, the Asset Purchase and
Transfer Agreement and (i) to (iv) above are referred to as the "Transaction").
The consideration received by Cybernet AG under the Asset Purchase and Transfer
Agreement is based on the forgone income of Cybernet AG from the Data Centers
due to the cancellation of its lease agreements and operating agreements, and
the current fair market value of the assets of the Data Centers. Under the
Arrangement Fee and Settlement Agreement, Cybernet AG agreed to pay Telehouse
fees of approximately euro 1,250,000 in connection with the conclusion of the
Asset Purchase and Transfer Agreement and the closing of the transactions
contemplated thereby. In addition, as a result of the Termination Agreement,
the monthly fees due to Cybernet AG under the Data Center operating agreements
cease as of June 25, 2002.
The Transaction constitutes the exercise of the option granted to Telehouse
("Telehouse") under an option agreement (the "Option Agreement") entered into on
January 29, 2002 between Cybernet AG and Telehouse. Reference should be made to
the Form 8-Ks filed by the Registrant on January 30, April 3, May 3 and May 21,
2002 relating to the Option Agreement which are incorporated herein by
reference.
The summary of the Asset Purchase and Transfer Agreement, the Termination
Agreement, the Arrangement Fee and Settlement Agreement and the Transaction are
qualified in their entirety by reference to the agreements which are attached
hereto as exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information.
To be filed by amendment.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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2.1 Asset Purchase and Transfer Agreement dated June 25,
2002 between Cybernet Internet Dienstleistungen AG and
Disko Leasing GmbH.
2.2 Termination Agreement Concerning the Data Center Operating
Agreements dated June 25, 2002 between Cybernet Internet
Dienstleistungen AG and Telehouse Deutschland GmbH.
2.3 Arrangement Fee and Settlement Agreement dated June 25, 2002
between Cybernet Internet Dienstleistungen AG and Telehouse
Deutschland GmbH.
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
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Roy Zanatta
Secretary
Date: June 27, 2002
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CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
FORM 8-K
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Asset Purchase and Transfer Agreement dated June 25,
2002 between Cybernet Internet Dienstleistungen AG and
Disko Leasing GmbH.
2.2 Termination Agreement Concerning the Data Center Operating
Agreements dated June 25, 2002 between Cybernet Internet
Dienstleistungen AG and Telehouse Deutschland GmbH.
2.3 Arrangement Fee and Settlement Agreement dated June 25,
2002 between Cybernet Internet Dienstleistungen AG and
Telehouse Deutschland GmbH.