Schedule 13D Amendment No. 17

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S1l1DL7g67GhqPwWUTwEp3bx98fzCRFsl/dB27gh3wEWkSXtK3DffglsSLI/sgpc kCNDit3G5nMYcHArYlLpeg== 0001193125-07-014304.txt : 20070126 0001193125-07-014304.hdr.sgml : 20070126 20070126165808 ACCESSION NUMBER: 0001193125-07-014304 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070126 DATE AS OF CHANGE: 20070126 GROUP MEMBERS: KPN TELECOM B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMVELCO CORP. CENTRAL INDEX KEY: 0000905428 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 133696015 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57093 FILM NUMBER: 07557338 BUSINESS ADDRESS: STREET 1: 468 NORTH CAMDEN DRIVE STREET 2: SUITE 256(I), CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 860-5697 MAIL ADDRESS: STREET 1: 468 NORTH CAMDEN DRIVE STREET 2: SUITE 256(I), CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FORMER COMPANY: FORMER CONFORMED NAME: EMVELCO CORP DATE OF NAME CHANGE: 20070123 FORMER COMPANY: FORMER CONFORMED NAME: EMVELCO CORP. DATE OF NAME CHANGE: 20070123 FORMER COMPANY: FORMER CONFORMED NAME: EUROWEB INTERNATIONAL CORP DATE OF NAME CHANGE: 19970903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE KPN N V CENTRAL INDEX KEY: 0001001474 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MAANPLEIN 55 CITY: THE HAGUE STATE: P7 ZIP: 2516 CK MAIL ADDRESS: STREET 1: P.O. BOX 30000 CITY: THE HAGUE STATE: P7 ZIP: 2500 GA FORMER COMPANY: FORMER CONFORMED NAME: ROYAL PTT NEDERLAND N V DATE OF NAME CHANGE: 19950927 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 17 Schedule 13D Amendment No. 17

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

EMVELCO Corp.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

29247A109

(CUSIP Number)

Michiel Roovers

Koninklijke KPN N.V.

Maanplein 55

2516 CK, The Hague

The Netherlands

+31 70 446 1161

COPY TO:

Eric S. Shube, Esq.

Allen & Overy LLP

1221 Avenue of the Americas

New York, New York 10020

+1-212-610-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 26, 2007

(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(e), 13d-1(f) or 13d-1(g), check the following box ¨.


CUSIP NO. 29247A109


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Koninklijke KPN N.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	The Netherlands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		820,399
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		820,399


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	15.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP NO. 29247A109


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	KPN Telecom B.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)


5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	The Netherlands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		820,399
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		820,399


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	15.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

This Statement relates to the Schedule 13D, dated February 24, 2000, with respect to the common stock, par value $.001 per share, of EMVELCO Corp. (formerly EuroWeb International Corp.), a Delaware corporation (the Company), as amended by amendments to the Schedule 13D dated February 20, 2002, March 4, 2002, March 12, 2002, March 20, 2002, March 28, 2002, April 4, 2002, April 5, 2002, April 23, 2002, August 5, 2003, September 23, 2003, October 3, 2003, April 19, 2004, January 31, 2005, February 2, 2005, May 1, 2006 and December 4, 2006 filed on behalf of Koninklijke KPN N.V. (KPN), a company incorporated under the laws of the Netherlands, and KPN Telecom B.V (KPN Telecom), a company incorporated under the laws of the Netherlands and a wholly owned subsidiary of KPN.

Item 4 is hereby amended by adding the following:

ITEM 4. PURPOSE OF TRANSACTION

On January 26, 2007, pursuant to the previously reported Amendment No. 2 (the Second Amended Purchase Agreement) dated as of December 1, 2006 to the Stock Purchase Agreement dated as of January 28, 2005, by and between KPN Telecom and CORCYRA d.o.o. (CORCYRA), as previously amended by Amendment No. 1 dated as of April 28, 2006, KPN Telecom sold and CORCYRA purchased 781,006 shares of the Company’s common stock pursuant to the Second Special Closing. Pursuant to Section 2.2(b) of the Second Amended Purchase Agreement, CORCYRA paid the Advance toward CORCYRA’s payment of the Final Closing Purchase Price.

Item 5 is hereby amended as follows:

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) – (b) KPN and KPN Telecom are beneficial owners of 820,399 shares of the Company’s common stock or 15.2% of the outstanding shares of the Company’s common stock. These shares are owned directly by KPN Telecom, which is a wholly owned subsidiary of KPN. KPN is indirect beneficial owner of these shares. Pursuant to the Second Amended Purchase Agreement, CORCYRA has agreed to purchase KPN Telecom’s remaining 820,399 shares of the Company’s common stock on July 2, 2007; provided, however, that upon 14 days’ prior written notice to KPN Telecom, CORCYRA may accelerate the closing to an earlier month-end date as specified in such notice. Accordingly, pursuant to Rule 13d-3(d)(1), CORCYRA may be deemed to have shared disposition and voting power with KPN and KPN Telecom with respect to these shares. The beneficial ownership percentage reported above is based upon 5,414,370 shares of common stock of the Company issued and outstanding as of November 14, 2006, as set forth in the Company’s latest Quarterly Report on Form 10QSB filed with the Securities and Exchange Commission on November 14, 2006.

(c) As previously reported, KPN Telecom entered into the Second Amended Purchase Agreement and the Second Amended Escrow Agreement within the last 60 days.

(d) Not Applicable.

(e) Not Applicable.

Item 7 is hereby amended by adding the following:

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS


Exhibit Number		Description
1		Power of Attorney dated January 24, 2007

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of January 26, 2007 that the information set forth in this statement is true, complete and correct.


KONINKLIJKE KPN N.V.

By:		/s/ M.G. ROOVERS
Name:		M.G. Roovers
Title:		Legal Counsel


KPN TELECOM B.V.

By:		KONINKLIJKE KPN N.V.,
		its sole Director



By:		/s/ M.G. ROOVERS
Name:		M.G. Roovers
Title:		Legal Counsel

EXHIBIT INDEX


Exhibit Number		Description
1		Power of Attorney dated January 24, 2007

EX-1 2 dex1.htm POWER OF ATTORNEY Power of Attorney

Exhibit 1

Power of Attorney

The Parties:

KPN Telecom B.V., a private company with limited liability, established under the laws of the Netherlands, having its registered seat at The Hague, the Netherlands and maintaining its principal place of business at Maanplein 55, 2516 CK The Hague, the Netherlands, in this respect represented by its solely authorized managing director, Royal KPN N.V., in this respect duly represented by Mr. M.H.M. Smits, member of the Board of Management;

and

Royal KPN N.V., a public company with limited liability, established under the laws of the Netherlands, having its registered seat at The Hague, the Netherlands and maintaining its principal place of business at Maanplein 55, 2516 CK The Hague, the Netherlands, in this respect duly represented by Mr. M.H.M. Smits, member of the Board of Management;

declare to give irrevocably power of attorney to each of:

•

Mr. C.J. Boogaerdt, Deputy Treasurer of Royal KPN N.V.; and

•

Mr. M.G. Roovers, Divisional Legal Officer, Consumer Legal Team of Royal KPN N.V.

•

Mr. M. Hoekstra, Divisional Legal Officer, Corporate Legal Team of Royal KPN N.V.

on behalf of the Parties:

to sign any amendment of, or other agreement, document and certificate to be delivered in connection with, the Stock Purchase Agreement dated as of January 28, 2005, by and between KPN Telecom B.V. and CORCYRA d.o.o, as amended by Amendment No. 1 dated April 28, 2006 and Amendment No. 2 dated December 1, 2006, and any amendment to the Escrow Agreement dated as of January 28, 2005, by and among KPN Telecom B.V., CORCYRA d.o.o. and JPMorgan Chase Bank N.A., as amended by Amendment No. 1 dated April 28, 2006 and Amendment No. 2 dated December 1, 2006, and all other documents relating thereto, and furthermore to make any filings or do anything that the attorney deems necessary or advisable in connection with the aforementioned, all this with the power of substitution. The validity of this power of attorney expires on August 31, 2007.

Signed at The Hague on January 24, 2007


KPN Telecom B.V.			Royal KPN N.V.

By:	Royal KPN N.V., its sole Director

	By:	/s/ M.H.M. SMITS	By:	/s/ M.H.M. SMITS
		M.H.M Smits		M.H.M. Smits
		Member of Management Board		Member of Management Board

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