Supplement No. 2 Rule 424(b)
EA INDUSTRIES, INC.
SUPPLEMENT NO. 2 TO PROSPECTUS, DATED NOVEMBER 26, 1996
On September 25, 1996, EA Industries, Inc., a New Jersey corporation
formerly known as Electronic Associates, Inc. (the "Company"), filed a
registration statement (Registration No. 333-12691) (the "Registration
Statement") with the Securities and Exchange Commission relating to the offer
and sale of 3,527,742 shares of Common Stock (the "Shares") of the Company from
time to time by a certain stockholder, a warrant holder and certain convertible
subordinated debenture holders and convertible subordinated note holders of the
Company (collectively referred to as the "Selling Securityholders"), together
with the 3,527,742 Preferred Stock Purchase Rights ("Rights") associated
with the Shares. The Registration Statement, as amended, was declared effective
on November 26, 1996.
On December 16, 1996 the Board of Directors of the Company approved and
declared a one-for-four reverse stock split of the shares of Common Stock of the
Company to be effective as of the close of business on December 27, 1996 (the
"Record Date"), such that each holder of record on the Record Date will be
entitled to receive, as soon as practicable thereafter, one (1) share of no par
value Common Stock of the Company for every four (4) shares of no par value
Common Stock held by such person on the Record Date (the "Reverse Stock Split").
Investors are hereby advised that the number of Shares included in the
Registration Statement of which the Prospectus dated November 26, 1996 (the
"Prospectus") is a part and which are being offered by the Prospectus do not
reflect the effectuation of the Reverse Stock Split. Following the Record Date,
the number of Shares of Common Stock, and associated Rights, which continue to
be offered by the Selling Securityholders pursuant to the Registration Statement
and Prospectus included therein as reflected under the heading "Plan of
Distribution and Selling Securityholders" shall be reduced on a one-for-four
basis in accordance with the Reverse Stock Split.
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 November 26, 1996 and included in the Registration Statement,
as supplemented by Supplement No. 1 dated December 4, 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 December 18, 1996.
