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CYBERNET INTERNET SERVICES INTERNATIONAL INC, (SC 13D/A) Statement of Ownership Filed By MFC BANCORP LTD ----------------------------------------------------- --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 CYBERNET INTERNET SERVICES INTERNATIONAL, INC. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 232503 102 (CUSIP Number) Michael J. Smith 17 Dame Street, Dublin 2, Ireland Telephone (3531) 679 1688 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 2, 2001 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. -------------------------------------- ------------------------------------------ CUSIP No. 232503 102 ----------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons MFC BANCORP LTD. --------------------------------------------------------------- ---------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3) SEC Use Only --------------------------------------------------------- 4 ) Source of Funds 00 ----------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------- ---------- 6) Citizenship or Place of Organization YUKON TERRITORY, CANADA ------------------------------ Number of (7) Sole Voting Power 6,872,796 --------------------- Shares Bene- ficially (8) Shared Voting Power 0 ------------------- Owned by Each Reporting (9) Sole Dispositive Power 0 -------------- Person With (10) Shared Dispositive Power 0 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,872,796 --------------------------------------------------------------- -------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares --------------------------------------------------------------- ---------- 13) Percent of Class Represented by Amount in Row (11) 25.9% ------------- 14) Type of Reporting Person CO ------------------------------------------- ------------------------------------------- ------------------------------------- This Amendment No.1 to Schedule 13D (the "Schedule 13D/A") amends the Schedule 13D of MFC Bancorp Ltd. ("MFC") dated November 7, 2001 to provide additional information under Item 3. ITEM 1. SECURITY AND ISSUER. This Statement relates to shares of common stock, par value $0.01 per share ("Shares") of Cybernet Internet Services International, Inc. (the "Company"). The principal executive offices of the Company are located at Stefan-George-Ring 19-23, 81929 Munich, Germany. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of MFC. MFC operates in the financial services segment and has an address at 17 Dame Street, Dublin 2, Ireland. See Item 6 on page 2 of this Schedule 13D/A for the jurisdiction of organization of MFC. The following table lists the names, citizenships, principal business addresses and principal occupations of the executive officers and directors of MFC. RESIDENCE OR PRINCIPAL NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP ---- ----------------- ---------- ----------- Michael J. Smith 17 Dame Street, Director, British Dublin 2, Ireland President and Executive Chief Officer of MFC Roy Zanatta Suite 1620 - Director Canadian 400 Burrard Street, and Vancouver, Secretary of British Columbia, MFC Canada, V6C 3A6 Sok Chu Kim 1071 - 59 Namhyun- Director Korean Dong, Gwanak-Kn, of Korea Seoul, Korea Liberalization Fund Ltd. Julius Mallin 256 Jarvis Street, Retired Canadian Apt. 8D, Businessman Toronto, Ontario, Canada M5B 2J4 Oq-Hyun Chin 3,4 Floor, Business Korean Kyung Am Bldg., Advisor, The 831-28 Yeoksam-Dong, Art Group Kangnam-Ku, Seoul, Architects & Korea Engineers Ltd. Dr. Stefan Feuerstein Charlottenstrasse 59, Director German D-10117 Berlin, and President Germany of MFC Capital Partners AG During the last five years, neither MFC nor, to its knowledge, any of its officers or directors, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have they been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ------------------------------------------- ------------------------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On November 2, 2001, MFC, Holger Timm and Ventegis Capital AG ("Ventegis"), and Consors Bank AG (the "Depositary") entered into an agreement (the "Agreement") dated for reference October 29, 2001 pursuant to which it was granted voting rights for the term of the Agreement with respect to 6,872,796 Shares deposited by Holger Timm and Ventegis with the Depositary. MFC will retain such voting rights until the Shares deposited with the Depositary are delivered to the holders of voting trust certificates representing such Shares upon the termination of the Agreement. Ventegis and Holger Timm granted MFC voting power over Shares of the Company to allow MFC to actively influence the strategy and policy of the Company, including potentially electing MFC`s slate of directors who may be able to preserve and enhance shareholder value more effectively than the current directors of the Company. The Agreement is filed as Exhibit 1 to this Schedule 13D/A and is incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. MFC was granted voting rights with respect to the 6,872,796 Shares in connection with an agreement to assist Ventegis to restructure and act as a financial advisor to the Company. Except as otherwise disclosed, neither MFC nor, to the knowledge of MFC, any of its directors or executive officers, have the intention of acquiring beneficial ownership over additional Shares, although MFC reserves the right to make additional purchases on the open market, in private transactions and from treasury. As part of MFC`s ongoing review of its interest in the Shares, MFC is currently exploring and may explore from time to time in the future a variety of alternatives, including, without limitation: (a) the acquisition of securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) a change in the present Board of Directors or management of the Company; (e) any material change in the present capitalization of the Company; (f) any other material change in the Company`s business or corporate structure; or (g) any action similar to any of those enumerated above. There is no assurance that MFC will develop any plans or proposals with respect to any of the foregoing matters. Any alternatives which MFC may pursue will depend on a variety of factors, including, without limitation, current and anticipated future trading prices for the securities of the Company, the financial condition, results of operations and prospect of the Company and general economic, financial market and industry conditions. MFC has requested, and will be seeking, representation on the Board of Directors of the Company either through appointment or shareholders` meeting, which may result in a change in the management of the Company. Except as otherwise disclosed, neither MFC nor, to the knowledge of MFC, any of its directors or executive officers, have any plans or proposals to effect any of the transactions listed in Item 4(a) - (j) of Schedule 13D. ------------------------------------------- ------------------------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As a result of the Agreement, MFC has the sole power to direct the vote of, and accordingly has beneficial ownership of, in aggregate 6,872,796 Shares, representing approximately 25.9% of the Company`s issued and outstanding Shares. Holger Timm and Ventegis retain the right to direct the receipt of proceeds from, and the proceeds from the sale of, the 6,872,796 Shares. To the knowledge of MFC, none of its directors or executive officers have any power to vote or dispose of any Shares of the Company, nor did they, or MFC, effect any transactions in such Shares during the past 60 days, except as disclosed herein. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In addition to being granted voting rights over the 6,872,796 Shares, MFC was granted a right of first refusal pursuant to and for the term of the Agreement to purchase all, but not less than all, of any Shares which Holger Timm and/or Ventegis propose to sell to an arm`s length purchaser. The Agreement is filed as Exhibit 1 to this Schedule 13D/A and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Number Description -------------- ----------- 1 Agreement among MFC Bancorp Ltd., Holger Timm and Ventegis Capital AG, and Consors Capital Bank AG dated for reference October 29, 2001. ------------------------------------------- ------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MFC BANCORP LTD. By: /s/ Roy Zanatta --------------------------- (Signature) Roy Zanatta, Secretary (Name and Title) December 12, 2001 (Date) ------------------------------------------------ -------------------------------- EXHIBIT INDEX Exhibit Number Description -------------- ----------- 1 Agreement among MFC Bancorp Ltd., Holger Timm and Ventegis Capital AG, and Consors Capital Bank AG dated for reference October 29, 2001. ------------------------------------------- ------------------------------------- EXHIBIT 1 VOTING TRUST AND SHAREHOLDERS` AGREEMENT THIS AGREEMENT dated for reference the 29th day of October, 2001. AMONG: MFC BANCORP LTD., a corporation organized under the laws of the Yukon Territory, Canada (the "Investor") OF THE FIRST PART AND: HOLGER TIMM, of Berlin, Germany and VENTEGIS CAPITAL AG (formerly Cybermind Interactive Europe AG), a corporation organized under the laws of Germany ("Ventis") (collectively, the "Ventegis Group") OF THE SECOND PART AND: CONSORS CAPITAL BANK AG, Branch Berliner Effektenbank AG, a bank organized under the laws of Germany (the "Depositary") OF THE THIRD PART WHEREAS the Investor and the Ventegis Group are herein collectively referred to as the "Shareholders"; AND WHEREAS the Ventegis Group represents that it is the beneficial owner of fully paid common shares (the "common shares") in the capital of Cybernet Internet Services International, Inc., a corporation incorporated under the laws of Delaware (the "Corporation"), as set forth in Schedule A annexed hereto; AND WHEREAS the Shareholders desire to enter into this Voting Trust Agreement to secure continuity of strategy and policy of the business and affairs of the Corporation; ------------------------------------------- ------------------------------------- NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and valuable consideration and the mutual covenants herein contained, it is agreed by and between the parties hereto as follows: 1. DEPOSIT OF SHARES Each member of the Ventegis Group hereby delivers to the Depositary for deposit hereunder a certificate or certificates registered in its name, duly endorsed in blank for transfer representing the number of common shares of the Corporation indicated opposite such person`s name in Schedule A annexed hereto. 2. ISSUE OF VOTING TRUST CERTIFICATES The Depositary hereby issues in the name of each member of the Ventegis Group and delivers to such member of the Ventegis Group a voting trust certificate in or substantially in the form of voting trust certificate set out in Schedule B hereto representing the common shares of the Corporation so delivered and deposited, and the Depositary shall forthwith proceed to transfer such deposited common shares into its name. 3. EXERCISE OF VOTING RIGHTS BY INVESTOR Until the actual delivery of any deposited common shares of the Corporation to the holders of the voting trust certificates representing the same in accordance with the provisions of this agreement, the Investor shall, in respect thereof but subject as hereinafter provided, exclusively possess and be entitled to exercise, in person or by attorney, all the voting rights appertaining to such common shares of the Corporation and all rights in connection with the initiation, taking part in and consenting to any action as shareholders of the Corporation, and the Depositary shall from time to time and at all times do whatever may be requested by the Investor, including the execution and delivery of appropriate instruments of proxy and/or powers of attorney, to enable or facilitate the exercise of any and all such rights by or on behalf of the Investor. Prior to any vote of holders of common shares of the Corporation, the Investor shall reasonably inform and advise the Ventegis Group of its actions and decisions hereunder. 4. PAYMENT OF DIVIDENDS TO HOLDERS OF VOTING TRUST CERTIFICATES The holder of each voting trust certificate issued hereunder shall be entitled to receive promptly from the Depositary payments by cheque equivalent in amount to the cash dividend or distribution payments, if any, received by the Depositary upon that number of deposited common shares of the Corporation that is equivalent to the number such shares represented by such voting trust certificate. The payment made to the holders of voting trust certificates in respect of any such dividend shall be made to the holders of record of such certificates, respectively, according to the books of the Depositary as at the close of business on the record date established by the Corporation for payment to its shareholders of such cash dividend or distribution. 5. TRANSFER OF VOTING TRUST CERTIFICATES AND COMMON SHARES (a) Voting trust certificates registered in the name of each member of the Ventegis Group and common shares deposited hereunder shall not be charged, pledged, encumbered, ------------------------------------------- ------------------------------------- transferred, assigned, disposed of or otherwise dealt with by the Ventegis Group except in accordance with and subject to the terms, conditions and provisions of this agreement; and (b) No transfer, assignment, disposition or other dealing with a voting trust certificate shall be valid for any purpose whatsoever unless made on the register of the holders of voting . . . View Entire Filing -------------------------------------- ------------------------------------------ End of News Created by: EDGARPro.com Copyright 2001, EDGAR Online, Inc. All rights reserved. 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| aus der Diskussion: | Lucent ist neuer Kunde von Cybernet! |
| Autor (Datum des Eintrages): | Crowww (14.12.01 21:38:58) |
| Beitrag: | 85 von 271 (ID:5125032) |
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