UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
EA Industries, Inc.
-------------------
(Name of Issuer)
Common Stock, no par value per share
------------------------------------
(Title of Class of Securities)
26822P204
--------------
(CUSIP Number)
Donald R. DeSantis
18 Kendrick Road
Wareham, Massachusetts 02571
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 17, 1998
--------------
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 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.)
Note: No fee is being paid due to the elimination of the fee pursuant to the
Revenue Reconciliation Act.
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 should 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>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald R. DeSantis ("DeSantis"). See Item 2.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP A [X]
B [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF 1,069,257 shares of Common Stock
SHARES See Item 6
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,069,257 shares of Common Stock
See Item 6
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,257
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.28%
14. TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT.
<PAGE>
Item 1: Security and Issuer.
This Schedule 13D relates to the Common Stock of EA
Industries, Inc. ("Issuer"), no par value per share (the "Common Stock"). The
principal executive offices of the Issuer are located at 185 Monmouth Parkway,
West Long Branch, New Jersey 07764.
Item 2: Identity and Background.
The filer of this Schedule 13D is Donald R. DeSantis
("DeSantis"), an individual whose business address is 18 Kendrick Road, Wareham,
Massachusetts 02571. DeSantis has been appointed shareholder's agent for a group
consisting of the former shareholders of Service Assembly, Inc. ("SAI"), who are
identified on Schedule A attached hereto. Schedule A identifies all of the
members of the group which, in the aggregate, are the record holders of the
1,069,257 shares for which this Schedule 13D is being filed. The former
shareholders of SAI identified on Schedule A appointed DeSantis as shareholder's
agent pursuant to the terms of an Agreement of Purchase and Sale by and among
the Issuer, SAI and such shareholders (the "Purchase Agreement") and thereby
confirmed beneficial ownership of the 1,069,257 shares of Common Stock to
DeSantis.
During the past five years, DeSantis has not been convicted in
any criminal proceeding (excluding traffic violations and similar misdemeanors)
of the type which would require disclosure of the type identified in Item 2(d)
of the Schedule 13D.
During the past five years, DeSantis has not been a party to a
civil proceeding of a judicial or administrative body of a competent
jurisdiction of the type which would require disclosure of the type identified
in Item 2(e) of the Schedule 13D.
Item 3: Source and Amount of Funds or Other Consideration
The Common Stock owned by DeSantis and disclosed on this
Schedule 13D were received by DeSantis pursuant to the terms of the Purchase
Agreement as the shareholder's agent for the former shareholders of SAI. The
consideration paid for the issuance of the Common Stock disclosed herein was in
exchange for all of the issued and outstanding shares of common stock of SAI.
Item 4: Purpose of Transaction
Any securities of the Issuer acquired by DeSantis as
shareholder's agent will be for investment purposes.
Except as set forth below, DeSantis currently has no plans or
proposals which would result in any of the actions described in Item 4(a)-(j) of
the Schedule 13D.
(a) Pursuant to the terms of the Purchase Agreement, the
Issuer has agreed to register for resale the shares identified herein. DeSantis,
as shareholder's agent, has the power and authority to dispose of the shares
pursuant to the terms of an applicable registration statement until such time as
the proceeds from such sales equal $3,742,000, the aggregate value of the shares
of common stock of SAI. Upon receipt of such proceeds, the remainder of the
shares identified herein shall be returned to the Issuer for cancellation. In
the event all of the shares identified herein have been sold and proceeds
derived from such sales are less than $3,742,000, then, in such an event,
DeSantis, on behalf of the former shareholders, may elect to (i) accept the
funds received in lieu of the $3,742,000 or (ii) deliver the funds received from
the sale of the shares to the Issuer and rescind the sale of shares of common
stock of SAI.
<PAGE>
Item 5: Interest in Securities of the Issuer.
<TABLE>
<CAPTION>
(a)
No. of Shares of Percent of Common
Beneficial Owner Common Stock Stock Beneficially Owned(*)
---------------- ------------ ---------------------------
<S> <C> <C>
Donald R. DeSantis 1,069,257 9.28%
- -----------------------------------
*Based upon information that the Issuer provided to DeSantis.
</TABLE>
(b) DeSantis has dispositive and voting power for all
1,069,257 shares of Common Stock. (See Item 6).
(c)
<TABLE>
<CAPTION>
Identity Date Amount Price Where Purchased
- -------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Donald R. DeSantis 3/17/98 1,069,257 shares of Common See Item 3 Issuer Transaction
Stock. See Item 5(a)
</TABLE>
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds of sale of,
the Common Stock beneficially owned by DeSantis.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth below, DeSantis has no contract,
arrangement, understanding or relationship (whether or not legally enforceable)
with any person with respect to any shares or other securities of any class of
the Issuer.
1. Pursuant to the terms of the Purchase Agreement, DeSantis
has been appointed shareholder's agent with respect to the shares of Common
Stock identified in this Schedule 13D, and in connection therewith, has voting
and dispositive power with respect to such shares which are owned of record by
those individuals identified on Schedule A attached hereto.
Item 7: Material to be Filed as Exhibits.
1. Agreement of Purchase and Sale dated December 13, 1997 by
and among Issuer, SAI and the former shareholders of SAI (incorporated by
reference to Exhibit 2.3 of the Issuer's Registration Statement on Form S-3,
filed with the Commission on January 23, 1998 (Registration No. 333-44883)).
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
correct and complete.
Date: March 27, 1998 By:/s/ Donald R. DeSantis
----------------------
Donald R. DeSantis
<PAGE>
SCHEDULE A
Name and Address Shares owned of record
- ---------------- ----------------------
Donald R. DeSantis 285,714
30 Bud Way
Tiverton, RI 02878
Colin Reddy 285,714
21 Greenvalley Road
Medway, MA 02053
COMTEC Information Systems 285,714
30 Plan Way
Warwick, RI 02886
James M. Ayars 114,286
34 Sisson Pond Road
Portsmouth, RI 02871
David A. Goble 62,857
209 Bedford Street
Lakeville, MA 02347
Marilyn A. Machado 8,000
144 Sprague Street
Portsmouth, RI 02871
Sandra A. Medeiros 2,286
23 Shaker Road
N. Dartmouth, MA 02747
Diane Mercier 2,286
23 Shaker Road
N. Dartmouth, MA 02747
Darlene B. Metivier 2,971
616 S. Second Street
New Bedford, MA 02744
Debra Mitchell 2,286
151 Stevenson Street
New Bedford, MA 02745
Holly Shurtleff 2,286
11 Paul Street
New Bedford, MA 02719
Linda Snow 2,286
39 Howard Avenue
Buzzards Bay, MA 02532
<PAGE>
Candice Silvia 2,286
170 Mt. Pleasant Street
Fall River, MA 02720
Lorraine Lobo 2,286
43 Foster Street
New Bedford, MA 02740
Christine L. Medeiros 2,286
535 Wilbur Street
Somerset, MA 02725
Arthur DeMaggio 5,714
234 Main Street
Carver, MA 02330
