Supplement No. 2 Rule 424(b)
EA INDUSTRIES, INC.
SUPPLEMENT TO PROSPECTUS, DATED FEBRUARY 7, 1996
On January 17, 1996, EA Industries, Inc., a New Jersey corporation (the
"Company"), filed a registration statement (the "Registration Statement") with
the Securities and Exchange Commission relating to the offer and sale of
3,614,052 shares of Common Stock (the "Shares") of the Company from time to time
by certain stockholders, warrant holders and convertible debenture holders of
the Company, together with 3,614,052 Preferred Stock Purchase Rights ("Rights")
associated with the Shares. The Registration Statement was declared effective on
February 7, 1996 (the "Effective Date").
On August 19, 1996, GFL Performance Fund Limited ("GFL Performance
Fund"), a Selling Securityholder, assigned its $1,025,000 outstanding principal
amount 7% subordinated convertible note of the Company (the "Convertible Note")
to Congregation Ahavas Tzedekah V'chesed, Inc. (the "Congregation"). The Shares
into which the Convertible Note is convertible are covered by the Registration
Statement. Following the assignment on August 19, 1996, the Congregation elected
to convert such Convertible Note into 383,895 Shares in accordance with the
terms thereof. Accordingly, the Section of the Prospectus comprising part of the
Registration Statement captioned "Plan of Distribution and Selling
Securityholders" is hereby amended by adding Congregation Ahavas Tzedekah
V'chesed, Inc. as a Selling Securityholder with 392,071 Shares stated to be
owned by Congregation Ahavas Tzedekah V'chesed, Inc. prior to the offering and
383,895 Shares stated to be offered by Congregation Ahavas Tzedekah V'chesed,
Inc. in the offering covered by the Registration Statement.
In a separate transaction, GFL Advantage Fund Limited ("GFL Advantage
Fund") assigned its $2,070,000 outstanding principal amount 7% subordinated
convertible note of the Company, for which the underlying shares are included in
the Registration Statement, to Irwin L. Gross, Chairman of the Company. As a
result of the assignments of the subordinated convertible notes referred to
above, neither GFL Performance Fund nor GFL Advantage Fund owns any securities
of the Company as of the date hereof.
This Supplement does not constitute a complete Prospectus and shall not
be considered an offer to sell, or a solicitation of an offer to buy, the Shares
(or the Rights) to which it relates. Reference is made to the Company's
Prospectus dated February 7, 1996 and included in the Registration Statement, as
supplemented by Supplement No. 1 dated February 28, 1996, for information with
respect to the Company and the Shares of the Company's Common Stock and the
Rights associated with such Shares.
The date of this Supplement is August 21, 1996.
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