<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EA INDUSTRIES, INC.
(Name of Issuer)
Common Stock $1.00 par value per share
(Title of Class of Securities)
26822P 10 5
(CUSIP Number)
Murray Huberfeld
152 West 57th Street, New York, NY 10019
212-581-0500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which 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 [ ].
Check the following box if a fee is being paid with the statement. [ ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
Schedule 13D
CUSIP No. 26822P 10 5 13D Page 2 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1995 Huberfeld Family Charitable Income Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
352,942
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,942
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.70%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
Schedule 13D
CUSIP No. 26822P 10 5 13D Page 3 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1995 Bodner Family Charitable Income Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
352,942
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,942
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.70%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
Schedule 13D
CUSIP No. 26822P 10 5 13D Page 4 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld/Naomi Bodner Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
60,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.29%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
Schedule 13D
CUSIP No. 26822P 10 5 13D Page 5 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Broad Capital Associates, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
357,143
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
957,143
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
957,143
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.60%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 6 of 14 Pages
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $1.00 per share
(the "Common Stock"), of EA Industries, Inc. (the "Company") The address of the
principal executive office of the Company is 185 Monmouth Parkway, West Long
Branch, New Jersey 07764-9989.
Item 2. Identity and Background.
(a) This statement is filed on behalf of the 1995 Huberfeld Family
Charitable Income Trust ("Huberfeld Trust"), 1995 Bodner Family Charitable
Income Trust ("Bodner Trust"), Laura Huberfeld/Naomi Bodner Partnership
("Partnership"), a New York partnership and Broad Capital Associates, Inc.
("Broad"), a New York corporation (collectively, the "Reporting Persons").
(b) The business address for the Reporting Persons is 152 West 57th Street,
New York, New York 10019.
(c) The Huberfeld Trust and Bodner Trust are charitable trusts. Mr. Murray
Huberfeld is the sole voting trustee of the Huberfeld Trust. Mr. David Bodner is
the sole voting trustee of the Bodner Trust. The Partnership's principal
business is financial investments. Broad is engaged in investments and financial
advice. Mr. Huberfeld is President of Broad and Mr. Bodner is Secretary of
Broad.
(d) On January 7, 1993, Mr. Huberfeld and Mr. Bodner pled guilty in Federal
District Court in the Eastern District of New York to illegal possession of a
false identification document in connection with taking a government
administered examination. Each of Messrs. Huberfeld and Bodner were fined $5,000
for this misdemeanor offense.
(e) During the last five years, none of the Reporting Persons have been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction relating to the violation of any federal or state securities law.
Item 3. Source and Amount of Funds or other Consideration
The Huberfeld Trust and the Bodner Trust acquired ownership of their
warrants by gift received from Laura Huberfeld and Naomi Bodner, respectively.
The Partnership acquired the Debentures (as defined below) from the Company for
$150,000 paid from the Partnership's internal funds. The Options described under
Item 5(c) were issued by the Company to Broad in payment for consulting
services.
Item 4. Purpose of Transaction
All of the subject securities were acquired for investment purposes only.
None of the Reporting Persons has any plans or proposals with respect to any of
such securities which is
<PAGE>
Page 7 of 14 Pages
referred to in Items 4(a)-4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the transactions described under Item 5(c), Broad owns
357,143 shares of Common Stock and options to purchase 600,000 shares of Common
Stock. The Huberfeld Trust and Bodner Trust each owns warrants to purchase
352,942 shares of Common Stock. The Partnership is the beneficial owner of
60,000 shares as of September 11, 1996, assuming a Conversion Price (as defined
below) for the Debentures of $2.50 (representing 80% of the average closing
price of the Common Stock of $3.125) as of such date. As set forth in subsection
(c) hereof, the number of shares beneficially owned is subject to adjustment
based on fluctuations in the market price of the Common Stock which may affect
the Conversion Price. Assuming that the number of shares outstanding prior to
exercise of the options and warrants is 19,437,653 and that the options and
warrants were exercised, Broad would own 4.60%, the Huberfeld Trust would own
1.70%, the Bodner Trust would own 1.70% and the Partnership would own 0.29%,
respectively, of the Company's Common Stock. Together the Reporting Persons
would own 8.29%.
(b) There is no written arrangement respecting the voting or disposition of
the Common Stock, options, warrants or the convertible debenture described
herein.
(c) On April 27, 1995 Broad was granted options to buy 375,000 shares of
Common Stock at $8.1875 per share. On July 5, 1995 Broad was granted options to
buy 425,000 shares of Common Stock at $8.125 per share (all 800,000 options are
herein referred to as the "Options"). The Options were to have vested and become
exercisable 1/3 on the date of grant, 1/3 on the first anniversary of the date
of grant and 1/3 on the second anniversary of the date of grant. On November 21,
1995, the exercise price of all Options was reduced to $4.50 per share and Broad
was permitted to exercise the Options immediately. Broad exercised 200,000
options. On November 25, 1995, Broad sold 5,000 shares of Common Stock at $5.50
per share and 20,000 shares of Common Stock at $5.25 per share. On December 29,
1995, Broad donated 175,000 shares of Common Stock to a charity.
On August 29, 1996, the Company agreed to lower the exercise price of the
Options to $2.80 per share until July 31, 1997 (thereafter the exercise price
reverts back to $8.125 per share). In consideration therefor, Broad agreed to
exercise 357,143 Options at an aggregate price of $1,000,000. Furthermore, the
Company agreed to issue 357,143 new options to Broad, having an exercise price
of $3.00 per share until July 31, 1997 (thereafter the exercise price will
increase to $8.125 per share). The Company agreed to include the underlying
shares in a current Registration Statement on Form S-3.
Pursuant to a Subscription Agreement dated May 3, 1996 the Partnership
purchased from the Company 9% subordinated convertible debentures due May 3,
1998 in the face amount of
<PAGE>
Page 8 of 14 Pages
$150,000 ("Debentures"). The Debentures may be converted into Common Stock at
any time, at the option of the holder, at a conversion price equal to the lesser
of (i) 80% of the average closing price of the Common Stock of the Company as
traded on the New York Stock Exchange for the five days immediately preceding
the date of the holder's notice to Company of the exercise of its right to
convert the Debentures or (ii) $4.00 per share, provided that no less than
$100,000 of the principal amount of the Debentures may be converted at any one
time.
(e) On December 28, 1995, Laura Huberfeld and Naomi Bodner gifted all their
warrants to the Huberfeld Trust and Bodner Trust, respectively. Ms. Huberfeld
and Ms. Bodner ceased to be members of a group which beneficially owned more
than 5% of a class of securities as of such date.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
(1) Agreement between the Reporting Persons with respect to the filing of a
Schedule 13D.
<PAGE>
Page 9 of 14 Pages
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.
September 16, 1996
1995 HUBERFELD FAMILY CHARITABLE
INCOME TRUST
By: /s/ Murray Huberfeld
Murray Huberfeld, Trustee
<PAGE>
Page 10 of 14 Pages
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.
September 16, 1996
1995 BODNER FAMILY CHARITABLE
INCOME TRUST
By: /s/ David Bodner
David Bodner, Trustee
<PAGE>
Page 11 of 14 Pages
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.
September 16, 1996
Broad Capital Associates, Inc.
By: /s/ Murray Huberfeld
Murray Huberfeld, President
<PAGE>
Page 12 of 14 Pages
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.
September 16, 1996
LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP
By: /s/ Laura Huberfeld
Laura Huberfeld, Partner
<PAGE>
Page 13 of 14 Pages
EXHIBIT 1
<PAGE>
Page 14 of 14 Pages
Agreement
Joint Filing of Schedule 13D
The undersigned hereby agree to jointly prepare and file a Schedule 13D and
any future amendments thereto reporting each of the undersigned's ownership of
securities of EA Industries, Inc. and hereby affirm that such Schedule 13D is
being filed on behalf of each of the undersigned.
Dated: September 16, 1996
1995 HUBERFELD FAMILY CHARITABLE INCOME TRUST
By: /s/ Murray Huberfeld
Murray Huberfeld, Trustee
1995 BODNER FAMILY CHARITABLE INCOME TRUST
By: /s/ David Bodner
David Bodner, Trustee
BROAD CAPITAL ASSOCIATES, INC.
By: /s/ Murray Huberfeld
Murray Huberfeld, President
LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP
By: /s/ Laura Huberfeld
Laura Huberfeld, Partner
