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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
February 12, 1997
(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.
(Continued on following pages)
(Page 1 of 14 Pages)
*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).
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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
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 88,236
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,236
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.16%
14. TYPE OF REPORTING PERSON*
OO
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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
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 88,236
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,236
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.16%
14. TYPE OF REPORTING PERSON*
OO
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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
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 100,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.32%
14. TYPE OF REPORTING PERSON*
PN
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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
NUMBER OF 55,286
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 144,572
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,572
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.91%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 6 of 14 Pages
This Amendment No. 2 amends the statements on Schedule 13D, as amended (the
"Schedule 13D"), relating to the Common Stock, par value $1.00 per share (the
"Common Stock"), of EA Industries, Inc. (the "Company"), filed with the
Securities and Exchange Commission on behalf of Broad Capital Associates, Inc.,
the Laura Huberfeld/Naomi Bodner Partnership, the 1995 Huberfeld Family
Charitable Income Trust and the 1995 Bodner Family Charitable Income Trust.
Except as disclosed herein, there has been no change in the information
previously reported in the Schedule 13D. Capitalized terms not defined herein
shall have the meaning ascribed to them in the Schedule 13D.
Item 2. Identity and Background
(e) During the last five years, none of the Reporting Persons has 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,
except that, without admitting or denying any findings of fact, Mr. Huberfeld,
the sole voting trustee of the Huberfeld Trust, and Broad Capital Associates,
Inc. ("Broad"), a New York corporation of which Mr. Huberfeld is President,
consented to the entry of an order of the Securities and Exchange Commission,
dated September 26, 1996, ordering them to cease and desist from committing or
causing violations and any future violations of Section 5 of the Securities Act
of 1933 and also requiring them to disgorge profits, in the amount of
approximately $426,790 (including interest), resulting from certain transactions
in unregistered securities of an unaffiliated corporation.
Item 5. Interest in Securities of the Issuer
(a) After giving effect to a four-to-one reverse stock split as of December
27, 1996, Broad owns (i) 55,286 shares of Common Stock and (ii) warrants to
purchase 89,286 shares of Common Stock at an exercise price of $12.00 per
share. The Huberfeld Trust and Bodner Trust each owns warrants to
purchase 88,236 shares of Common Stock at an exercise price of $7.00 per share.
The Partnership is the beneficial owner of 100,000 shares of Common Stock,
assuming a Conversion Price for the Debentures of $1.50 (see Item 5(c) below).
Assuming that the number of shares outstanding prior to exercise of the Options
and warrants is 7,499,393 and that the options and warrants were exercised,
Broad would own 1.91%, the Huberfeld Trust would own 1.16%, the Bodner Trust
would own 1.16% and the Partnership would own 1.32%, respectively, of the
Company's Common Stock. Together the Reporting Persons would own 5.35%.
(c) Pursuant to an agreement dated January 13, 1997, the Company has agreed
to cap at $1.50 per share the conversion price of the Debentures held by the
Partnership, provided that the Partnership (i) during the period from January
14, 1997 through April 11, 1997 refrains from converting any portion of the
Debentures and (ii) during the period from January 10, 1997
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Page 7 of 14 Pages
through April 11, 1997 (A) does not sell short against the Debentures or (B)
does not sell short any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
See item 5(c) above.
Item 7. Material to be Filed as Exhibits
(1) Letter agreement dated January 13, 1997 between the Laura Huberfeld/
Naomi Bodner Partnership and the Company.
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Page 8 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.
February 13, 1997
1995 HUBERFELD FAMILY CHARITABLE
INCOME TRUST
By: /s/ Murray Huberfeld
Murray Huberfeld, Trustee
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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.
February 13, 1997
1995 BODNER FAMILY CHARITABLE
INCOME TRUST
By: /s/ David Bodner
David Bodner, Trustee
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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.
February 13, 1997
Broad Capital Associates, Inc.
By: /s/ Murray Huberfeld
Murray Huberfeld, President
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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.
February 13, 1997
LAURA HUBERFELD/NAOMI BODNER PARTNERSHIP
By: /s/ Laura Huberfeld
Laura Huberfeld, Partner
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Page 12 of 14 Pages
EXHIBIT 1
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Page 13 of 14 Pages
EAI
Irwin L. Gross
Chairman Of The Board
215-625-0700
FAX: 215-625-7951
January 13, 1997
Laura Huberfeld & Naomi Bodner
Partnership
c/o Broad Capital
152 West 57th Street, 51st Floor
New York, NY 10019
Attention: Mr. Fred Rudy
Dear Mesdames Huberfeld and Bodner:
You are the registered owner of 9% convertible debentures (the
"Debentures"), convertible into shares of Common Stock (the "Common Stock") of
EA Industries, Inc. a New Jersey corporation (the "Company").
The Company believes that any significant sales of Common Stock by holders
of Debentures (collectively, the "Holders") could have an adverse effect on the
market price for the Common Stock, and that it is in the best interest of the
Company, the Holders and all stockholders of the Company to have a stable and
orderly public trading market.
The Company has agreed that if (i) during the period beginning on January
14, 1997 and ending on April 11, 1997, you refrain from converting any portion
of the Debentures you hold and (ii) during the period beginning on January 10,
1997 and ending on April 11, 1997, you do not sell short against the Debentures,
or sell short any shares of Common Stock, in consideration of such commitment,
the Conversion Price (as defined in the Debentures) of the Debentures you hold
shall be capped at $1.50 per share, subject to adjustments as described in the
Debentures for future changes in the capital structure of the Company.
Very truly yours,
Irwin L. Gross
Chairman and CEO
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Page 14 of 14 Pages
Agreed to and Accepted this
____ day of January, 1997
Laura Huberfeld & Naomi Bodner
Partnershihp
By: /s/
