UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 2)
(Mark One)
[X] Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended May 31, 1995
[_] Transition Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934 [No Fee Required]
For the transition period from ____________ to ____________.
Commission file number 0-17483
EUROAMERICAN GROUP INC.
(Name of small business issuer in its charter)
Delaware 13-3477824
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 Broad Street, Suite 516
New York, New York 10004
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number (212) 269-6686
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
Page 1 of __ Pages
Exhibit Index on Page __
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No ____
Check if disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. ____
State issuer's revenues for its most recent fiscal year:
$2,584,456
State the aggregate market value of the voting stock held by
non-affiliates of the registrant on August 23, 1995, computed by reference
to the average of last bid and asked price on that date: $1,400,000.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of the registrant's Common
Stock, par value $.001 per share (the "Common Stock"), as of August 23,
1995, was 16,110,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
As of May 31, 1995, the names and ages of the directors and
executive officers of the Company and their positions with the Company,
are as follows:
Name Age Positions
Alexis Charamis 33 Chairman of the Board, Chief Financial Officer,
Chief Executive Officer and Director
Steven C. Millner 34 Secretary and Director
George Tsirivakos 32 Vice President and Director
The principal occupations for the past five years (and, in some
instances, for prior years) of each of the persons named above are as
follows:
Alexis Charamis - Mr. Charamis became a member of the Board of
Directors in February 1995 pursuant to Memorandum of Understanding. See
Item 1. In March 1995, he replaced Mr. H. Scharnowski as Chairman and
Chief Executive Officer and is currently devoting substantially all of his
business time to the Company and EAG SA (defined below). Mr. Charamis has
been associated with the Company since 1990, when he formed EuroAmerican
Group Hellas S.A. ("EAG SA") to act as the Company's independent
representative in Greece. Since then he served as President and Managing
Director of EAG SA. In addition, during the last five years, Mr. Charamis
has been involved in investment banking and financial services in Greece.
Since 1988, Mr. Charamis has been a partner in Interact SA, which is a
correspondence office for Prudential Bache Securities in Athens, Greece,
and until 1993 was actively involved in its business. In 1991, he formed
Interact Securities SA, a Greek brokerage firm member of the Athens Stock
Exchange and was a member of its board until late in 1994 when he sold his
interest. In 1994, he was appointed member of the treasury and investment
committees of the National Mortgage Bank of Greece, the third largest bank
in that country, and currently serves as a member of the investment
committee. Mr. Charamis holds a Bachelor of Arts from New York University
in Economics and Political Science. In 1987 he took his Master of Science
from the London School of Economics in the Politics of the World Economy.
Steven C. Millner - Mr. Millner became the Company's Secretary
and a member of the Board of Directors in March 1995. Mr. Millner was
formerly the Company's Chief Financial Officer from August 1, 1992 through
August 1993. Mr. Millner has been a partner in the accounting firm of
Dalessio, Millner & Leben LLP since 1990. Prior to assuming that
position, he was an audit manager at BDO Seidman, an international
accounting firm, where he was employed from October 1983 to October 1989.
Mr. Millner is a Certified Public Accountant licensed in the State of New
York and holds a Bachelor of Science degree from Bentley College in
Waltham, Massachusetts. By agreement with the Company's Board, Mr.
Millner devotes approximately 10% to 15% of his time to the Company.
George Tsirivakos - Mr. Tsirivakos became a Vice President of
the Company and a member of the Board of Directors in March 1995. Mr.
Tsirivakos has been associated with the Company as an independent
consultant since 1988 providing systems consulting services. He served as
the Company's Senior Vice President from September 1989 to May 1991, and
as a Director from August 1990 to May 1991. Mr. Tsirivakos taught
computer science at the Mathematics Institute of Greece from 1987 to 1988.
Prior to that time, he was a student at the University of Patras in Rion,
Greece, where he majored in electrical engineering and computer science
and graduated in 1986 with a Bachelor's Degree in Voice Processing
(computer-aided speech analysis/synthesis).
Directors of the Company serve until the Company's next annual
meeting of stockholders. The parties to the Memorandum of Understanding
(see Item 1), who collectively beneficially own a majority of the
outstanding Common Stock (see Item 11), have agreed that until January
1998 they will elect as directors of the Company Mr. Charamis, Mr. Millner
and Mr. Tsirivakos and a designee of CAL. Mr. Millner is currently
serving as CAL's designee.
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's executive officers, directors and holders
of more than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. The Company believes that, during fiscal year 1995, the
following persons did not make timely filings: Mr. Charamis (one report
covering his initial ownership); Mr. Scharnowski (one report covering one
transaction); and CAL (one report covering one transaction).
Item 10. Executive Compensation.
The following table sets forth information about compensation
from the Company for the executive officers (or former executive officers)
shown below.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation
Compensation(1) Other Securities All Other
Name and Fiscal Salary Annual Underlying Options Compensation
Principal Position Year ($) Compensation (No. of Shares) ($)
<S> <C> <C> <C> <C> <C>
Alexis Charamis, CEO 1995(2) $21,546 -0- 2,755,384(3) -0-
Hubert Scharnowski, 1995(4) 76,237 $12,152(4) -0- -0-
CEO 1994 90,792 16,659(4) -0- -0-
1993 84,437 18,711(4) -0- -0-
George Tsirivakos, 1995 -0- -0- 500,000(5) (6)
Vice President 1994 -0- -0- 200,000(7) (6)
1993 -0- -0- -0- (6)
<FN>
(1) All amounts were paid in DM and are translated at the rates used in
preparing the Company's financial statements for year in question.
No bonuses were paid during the periods set forth in the table.
(2) Mr. Charamis began receiving annual compensation from the Company in
February, 1995.
(3) The shares subject to Mr. Charamis' option are 13.3333% of the
outstanding shares, assuming the exercise of Mr. Charamis' option and
all other options outstanding at time of such exercise. The shares
shown are computed based on the outstanding shares and options as of
September 1, 1995.
(4) Mr. Scharnowski ceased receiving annual compensation from the Company
in February 1995. Of the amounts under "Other Annual Compensation",
approximately 75% were the cost of an automobile and the remainder
were the cost of health insurance.
(5) For additional information about these options, see "Stock Options"
below.
(6) During fiscal 1993-1995, Mr. Tsirivakos' services were provided to
the Company by Tsirivakos Software, a company owned by Mr.
Tsirivakos. For information about payments to Tsirivakos Software,
see "Arrangements with Directors" below.
(7) These options were cancelled in connection with the grant of options
in fiscal 1995.
</TABLE>
Stock Options.
The following table gives information about options granted in
fiscal 1995 to the persons named in the Summary Compensation Table.
<TABLE>
OPTION GRANTS IN FISCAL 1995
<CAPTION>
Number of Securities % of Total Options
Underlying Granted to Exercise
Name Options Granted Employees in Fiscal Year Price Expiration Date
<S> <C> <C> <C> <C>
Alexis Charamis 2,755,384(1) 84.6 $.20 January 23, 1999
Hubert Scharnowski -0- -0- -- --
George Tsirivakos 500,000(2) 15.4 (2) September 15, 2003
<FN>
(1) See Note (3) to the Summary Compensation Table for the terms of Mr.
Charamis' option.
(2) The option becomes exercisable at a rate of l00,000 shares per year
on each of the next five anniversaries of June 30, 1995, with the
initial 100,000 shares exercisable on June 30, 1996. The exercise
price for these initial 100,000 shares is $.20 per share and
increases by $.10 on each anniversary for the shares becoming
exercisable on such anniversary. The option is not exercisable after
the termination of the Consulting Agreement with Tsirivakos Software
described under "Arrangements with Directors" below.
</TABLE>
No options were exercised during fiscal 1995. The following
table presents certain information about options held at the end of fiscal
1995 by the executive officers named in the Summary Compensation Table.
The value of unexercised in-the-money options has been computed by the
difference between (i) the average of the closing low bid and high asked
prices for the Common Stock on May 31, 1995 ($.21875) and (ii) the option
price.
FISCAL YEAR-END OPTION VALUES
Number of Securities
Underlying Unexercised
Options/SARs at Value of Unexercised In-
Fiscal Year-End the-Money Options at
Exercisable/ Fiscal Year-End
Name Unexercisable Exercisable/Unexercisable
Alexis Charamis 2,755,384/0 $51,663/0
Hubert Scharnowski 0/0 0/0
George Tsirivakos 0/500,000 0/$1,875
Report by Messrs. Charamis, Millner and Tsirivakos on Repricing of
Options.
Under the Memorandum of Understanding prior to its amendment,
the price of Mr. Charamis' option included in the Option Grants in Fiscal
1995 table above was $.35 per share. In connection with the Company's
private placement described in the Notes to the Company's Consolidated
Financial Statements for fiscal 1995, the exercise price of the option was
reduced to $.20 per share, which was the price per share in the private
placement. The exercise price of CAL's option granted under the
Memorandum of Understanding was also reduced to $.20 per share.
Pursuant to an oral agreement reached in fiscal 1995, in
September 1995, Mr. Tsirivakos was granted options for 500,000 shares as
indicated in the Option Grants in Fiscal 1995 table above. In connection
with this grant, his existing option for 200,000 shares exercisable at
$.50 per share and expiring on September 23, 2003 was cancelled. The
initial 100,000 share portion of the options for 500,000 shares were
granted at the same price per share as in the private placement, with the
price increasing in $.10 per share increments as described in note (2) to
the Option Grants in Fiscal 1995 table.
Arrangements With Directors.
From the beginning of fiscal 1994 until December 1994 when the
contract expired, Mr. Scharnowski had an employment agreement with the
Company which provided for annual base compensation of DM 144,000
($102,000 using exchange rates in effect at May 31, 1995), plus an annual
bonus of between 3% and 5% based on the Company's net profits. In
addition, Mr. Scharnowski was entitled to an automobile, certain health
insurance reimbursements and certain expense account allowances. Under
the Memorandum of Understanding, (i) Mr. Scharnowski was retained as a
consultant for a period beginning upon termination of his employment with
the Company and ending in January 1996 for compensation of DM 12,000 per
month ($8,500), and (ii) Mr. Scharnowski was retained as managing director
of the Brokerage Business (see Item 1) for three years and he was entitled
to compensation of 15% of the Brokerage Business' net commissions during
the second and third years. No payments were made under these
arrangements and they were cancelled in connection with the sale of the
Brokerage Business.
During the fiscal year ended May 31, 1993, 1994 and 1995, the
Company made payments to Tsirivakos Software, a company owned by Mr.
Tsirivakos, of DM 193,200 ($121,813 using the exchange rate used in the
preparation of the Company's financial statements for that year), DM
289,800 ($175,967) and DM 280,600 ($198,076), respectively. Tsirivakos
Software provided the services of Mr. Tsirivakos, among other persons, to
the Company. Under a Consulting Agreement entered into as of August 1,
1995, Tsirivakos Software is providing services for a monthly fee of DM
6,000 ($4,235 using the exchange rate in effect at May 31, 1995). The
agreement may be terminated by the Company for cause (as defined in the
agreement) and has a term expiring on July 31, 2000. The options granted
to Mr. Tsirivakos referred to in note (2) to the Option Grants in Fiscal
1995 table were granted under this agreement. The agreement also provides
that on each June 30 in which the agreement is in effect (beginning June
30, 1996) the Company will award Mr. Tsirivakos a number of shares of
Common Stock having a value of $15,000, determined by the average of the
closing bid and asked prices (but not less than $.20 per share) during the
30 days prior to the award.
In addition, EFI GmbH and Mr. Tsirivakos are parties to an
employment agreement entered into as of August 1, 1995. Under this
agreement, Mr. Tsirivakos is employed as the managing director of EAG-FI
for an indefinite term, subject to the right of each party to terminate
the agreement on three months notice, effective as of the end of the
calendar quarter following notice. Mr. Tsirivakos is entitled to an
annual salary of DM 108,000 ($76,000 using exchange rates in effect on May
31, 1995). He is also entitled to the use of an automobile provided by
EAG-FI and reimbursement for the cost of health insurance for himself and
his minor children.
Directors do not receive any separate compensation for their
services as directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of September 1, 1995,
information about the beneficial ownership of Common Stock by (i) each
person known to the Company to be a beneficial owner of more than 5% of
the Common Stock, (ii) each director of the Company and each executive
officer named in the Summary Compensation Table (See Item 10), and (iii)
all executive officers and directors of the Company as a group. Except as
indicated above, all shares are owned with the sole voting and investment
power.
Name and Address of Number of Percentage (a)
Beneficial Owner Shares
CAL International Limited (b) 9,300,000(c) 54.4
P.O. Box 83
Ordnance House
31 Pier Road, St. Helena
Jersey, United Kingdom
Hubert Scharnowski/SABHU 2,300,000 14.3
c/o Scharnowski GmbH
Sodener Str. 12
63454 Hanover
Germany
Alexis Charamis 2,755,483(d) 14.6(e)
c/o Euro American Group Hellas S.A.
5, Milioni Street
10673 Athens, Greece
Eurotech Invest. Ltd. 1,750,000 10.9
80 Broad Street
Monrovia, Liberia
Steven C. Millner 800,000(f) 4.7
c/o Dalessio, Millner & Leben LLP
245 Fifth Avenue
New York, New York 10016
George Tsirivakos 50,000 0.3
c/o EAG Financial Information GmbH
Hanauer Landstrasse 208-216
D-60314 Frankfurt am Main
Germany
All directors and executive officers 3,605,483 18.3
as a group (3 persons)(g)
(a) Determined in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. Under Rule 13d-3, shares subject to options that
are exercisable within 60 days are treated as owned by the holder of the
option and are added to Common Stock outstanding for purposes of
calculating the percentage of the Common Stock beneficially owned by that
person.
(b) Klaus Hebben beneficially owns all of the capital stock of CAL.
(c) Includes 1,000,000 shares subject to an option.
(d) All of these shares are issuable upon exercise of an option. In
addition to the shares of Common Stock described above, Doupsi Investment
Corporation ("Doupsi"), a company in which Mr. Charamis's wife and brother
own a majority of the stock and in which Mr. Charamis is an officer and a
director, owns 70,000 shares of Common Stock.
(e) The percentage ownership for Mr. Charamis exceeds 13.3333% because, in
accordance with Rule 13d-3 which is described in footnote (a), shares
issuable on exercise of options in addition to Mr. Charamis' option are
not included in the percentage calculation. However, such shares are
included in determining the number of shares subject to Mr. Charamis'
option.
(f) All of these Shares are issuable upon exercise of an option.
(g) Mr. Millner is serving as a director as a designee of CAL. Mr.
Millner has advised the Company that he is not a representative of CAL and
has no understandings with CAL regarding his service as a director.
Common Stock owned by all directors and executive officers as a group does
not include Common Stock beneficially owned by CAL.
For description of the Memorandum of Understanding, See Item 1.
<PAGE>
Item 12. Certain Relationships and Related Transactions.
The accounting firm of Dalessio, Millner & Leben LLP, of which
Mr. Millner, the Company's Secretary and a Director, is a partner, charged
$45,000 during fiscal 1995 and $48,000 during fiscal 1994 for accounting
and bookkeeping services rendered to the Company. Services of a similar
nature are being provided during the current fiscal year.
EAG SA, of which Mr. Charamis is the principal stockholder, is
the Company's sales agent in Greece. During fiscal 1995 and 1994, EAG SA
made payments to the Company of $78,860 and $72,662, respectively, for
license fees and for hardware used in systems. Under the terms of the
agency agreement, EAG SA is entitled to 50% of all revenues from Satquote
customers in Greece. Revenues are determined before reduction for fees
paid to the Athens Stock Exchange paid by EAG SA on behalf of the Company
from the Company's share of revenues.
As described in Note 3 to the Consolidated Financial Statements
for fiscal 1995, the Company sold the assets of the Brokerage Business to
Mr. Scharnowski in April 1995.
Under Memorandum of Understanding, Mr. Charamis and CAL were
granted options to purchase Common Stock. See Items 1 and 10. As part of
a private placement of Common Stock that commenced on April 1995, (i) CAL
purchased 2,500,000 shares of Common Stock at a price of $.20 per share
and (ii) Eurotech Invest. Ltd. purchased 1,750,000 shares of Common Stock
at a price of $.20 per share. In certain circumstances, the Company has
granted CAL, Eurotech Invest. Ltd and the other purchasers in the offering
registration rights covering the shares purchased.
In June 1994, Doupsi purchased 70,000 shares of Common Stock
from the Company for a cash purchase price of $1.00 per share.
During fiscal 1994, the Company repaid $293,663 to CAL, which
amount had previously been advanced to the Company by CAL.
With respect to "parents" of the Company, see Item 11 and the
description of the Memorandum of Understanding in Item 1.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EUROAMERICAN GROUP INC.
By /s/ Steven C. Millner
Steven C. Millner
Director
Date: September 28, 1995
<PAGE>
EXHIBIT INDEX
EuroAmerican Group Inc.
Form 10-KSB
(Amendment No. 2)
Exhibit No. Description Page No.
3.1 Certificate of Incorporation of the Company, as amended . (5)
3.2 By-Laws of the Company . . . . . . . . . . . . . . . . . (1)
10.1 1988 Stock Incentive Plan . . . . . . . . . . . . . . . . (1)
10.2 Lease for the Company's office in Frankfurt, Germany . . (1)
10.3 Form of Indemnification Agreement with the Company's
Officers and Directors . . . . . . . . . . . . . . . . . (1)
10.4 Asset Purchase Agreement by and between Scharnowski,
GmbH and EAG Financial Services GmbH . . . . . . . . . . (2)
10.5 Memorandum of Understanding, dated January 23, 1995,
among the Company, Hubert Scharnowski, SABHU Inc.,
Alexis Charamis, George Tsirivakos, CAL International
Limited, CAL Futures Limited and Eurotech Invest. Ltd . . (3)
10.6 Amendment to Memorandum of Understanding . . . . . . . . (4)
10.7 Employment Agreement between EAG Financial
Informations GmbH, and George Tsirivakos . . . . . . . .
10.8 Consulting and Share contract between the Company, EAG
Financial Informations GmbH, and George Tsirivakos . . .
22 Subsidiaries of the Company . . . . . . . . . . . . (5)
__________________________
(1) Incorporated by reference to the Company's Registration Statement
(No. 33-21805).
(2) Incorporated by reference to the Company's Quarterly Report on Form
10-QSB for the quarter year ended February 28, 1995.
(3) Incorporated by reference to the Company's Annual Report on Form 10-
KSB for the fiscal year ended May 31, 1994.
(4) Incorporated by reference to Amendment No. 2 to the Statement on
Schedule 13D of CAL International Limited filed with respect to the
Company.
(5) Incorporated by reference to the Company's Annual Report on Form 10-
KSB for the year ended May 31, 1995.
Exhibit 10.7
EMPLOYMENT AGREEMENT
between
EAG Financial Informations GmbH, Hanauer Landstr. 208-216, 60314 Frankfurt
am Main hereinafter referred to as the Company
and
Mr. George Tsirivakos, Lohrbergstr. 14, 64377 Maintal hereinafter
sometimes referred to as the Managing Director
The Company and Mr. Tsirivakos enter the following employment agreement:
Section 1. Responsibilities and duties
(1) Mr. Tsirivakos was appointed to the position of Managing
Director of shareholders' resolution of January 30, 1995. He
represents the Company in accordance with the Articles of
Incorporation and the directions given by the shareholders. He
represents the company severally.
(2) The Company may appoint further Managing Directors. The
shareholders determine and occasionally review the allocation of
duties between the Managing Directors.
(3) Mr. Tsirivakos manages the Company affairs in accordance with
applicable law, the Articles of Incorporation, the Company's
rules of procedure for the Managing Directors, if such rules
exist, and the directions of the shareholders.
(4) Mr. Tsirivakos is exempted from the restrictions of Section 181
BGB (German Civil Code).
Section 2. Additional Occupation
(1) Mr. Tsirivakos may pursue his independent occupation under the
firm name of Tsirivakos Software.
(2) Except for his occupation under Tsirivakos Software, Mr.
Tsirivakos shall dedicate his entire work efforts to the
company.
Section 3. Duration of contract, termination
(1) This agreement is effective on August 1, 1995.
(2) The Agreement is concluded for an indefinite period of time.
(3) This contract may be terminated by each party upon 3 months
notice to the end of a calendar year's quarter.
(4) Notice of termination must be given in writing. In the event
that Mr. Tsirivakos is not the sole Managing Director, notice of
termination may be given to the Company, otherwise notice must
be given to the shareholder with the highest propriety interest.
Notice of termination by the Company shall be effectuated in
writing by informing the Managing Director of the corresponding
shareholder resolution.
(5) After ordinary or extraordinary termination of this agreement,
regardless by which party, the company may with immediate effect
exempt Mr. Tsirivakos from his obligation to perform.
(6) Mr. Tsirivakos' appointment to Managing Director may be revoked
anytime by resolution of shareholders, without this affecting
any claims for compensation that Mr. Tsirivakos may have under
the contract. The revocation shall be deemed as termination to
the next applicable termination period.
Section 4. Compensation
The Managing Director shall receive a yearly salary of DM 108.000,00
before deductions. The yearly salary less legal deductions shall be
paid in 12 monthly rates at the end of each month.
Section 5. Continued payment of salary in case of illness or death
(1) In the event the Managing Director is prevented from performing
by reason of illness or other reasons for which he is not at
fault, he shall receive his salary without any deductions for a
period of 6 weeks. Notice of illness shall be given as required
by law.
(2) If Mr. Tsirivakos dies during the period of this agreement, his
widow and/or minor children shall receive the salary payments as
stated under Section 4 for a period of three months after the
month during which the death occurred.
Section 6. Reimbursements, Company Automobile
(1) The Company will reimburse the Managing Director for all
business expenses, such as travel expenses or others if they
were necessary and in the interest of the company, inasmuch as
individual proof of the expenses is provided.
(2) Mr. Tsirivakos is entitled to the use of a Company Automobile.
(3) The company is responsible for all expenses with regard to the
company car, such as taxes, insurance, cost of repairs, gas and
oil, except for the gas costs for private vacation trips outside
of Germany. The wage taxes resulting from the private use are
to be paid by Mr. Tsirivakos.
(4) The Managing Director's costs for private health insurance
covering himself and his minor children shall be reimbursed by
the company.
Section 7. Recreational vacation
(1) The Managing Director is entitled to vacation in accordance with
the law, but not less than 30 days a year.
(2) When planning a vacation, the Managing Director shall take into
consideration the urgency of work that needs to be done.
Vacation periods shall be agreed upon with the other Managing
Directors and shareholders. In any event the Managing Director
shall insure that the Company is afforded representation during
his absence.
(3) In the event, that the Managing Director is prevented from
taking his vacation because of contrary interests of the
Company, he may take the vacation within the first three months
of the following year. The claim for a precedent year expires
without compensation on the 31st of March.
Section 8. Confidentiality
(1) During and after the term of his employment, the Managing
Director shall not disclose to anyone business secrets,
disclosure of which may contrarily affect justified business
interests of the Company.
(2) The duty to confidentiality also includes information regarding
other firms of the group.
(3) The Managing Director acknowledges that he is to treat any
papers and documents and even his own notes as property of the
Company, and he is to hand them over to the Company when
requested, or when the employment ends.
(4) Any publications or speeches by the Managing Director require
prior consent of the Company.
(5) The duty to confidentiality includes the provision of this
agreement.
Section 9. Final Provisions
(1) Modifications and supplementations of this agreement must be in
writing.
(2) Place of performance and Venue shall be at the place of business
of the Company.
(3) If a provision of this agreement is invalid, the validity of the
remainder of the agreement shall not be affected thereby. The
parties shall replace the invalid provision with a provision
that as closely as possible achieves the business purpose of the
invalid provision.
Place Frankfurt Date 01 August 1995
/s/Alexis Charamis
For EAG GmbH and the shareholder
EAG EuroAmerican Group Inc.
/s/George Tsirivakos
George Tsirivakos
Exhibit 10.8
CONSULTING AND SHARE CONTRACT
Between: EuroAmerican Group Inc.
50 Broad Street
New York, NY 10004
USA
("EAG")
and
EAG Financial Informations GmbH
Hanauer Landstr. 208-216
D-60314 Frankfurt am Main
Germany
("EAG-FI")
EAG and EAG-FI are collectively referred
to as the EAG Group
and
Tsirivakos Software
Lohrbergstr. 14
63477 Maintal
Germany
("Tsirivakos Software")
and
George Tsirivakos
c/o Tsirivakos Software
("G. Tsirivakos")
I. This contract is entered into as of August 1, 1995, and replaces the
former agreement (which expired on July 31, 1995) and is effective
for the period August 1, 1995 - July 31, 2000, unless earlier
terminated as provided herein.
II. All parties have agreed to the following contract terms:
A. Tsirivakos Software will service the existing quote system of
the EAG Group with respect to:
- software enhancements
- software modifications
- customer requested software applications
- maintenance of EAG's line system and ticker plant
- supervision of EAG's technical personnel.
B. Tsirivakos Software's duties include the planning, development
and maintenance of new projects, as defined by the EAG Group.
Tsirivakos Software will also assist as consultant for those
projects.
C. Tsirivakos Software will cooperate and support EAG-FI in
executing quote system connected projects of EAG.
D. Tsirivakos Software will also cooperate and support other third
party companies on EAG's request, limited to EAG's product line.
E. EAG will compensate Tsirivakos Software with a flat fee of DM
6,000 per month.
III. Termination:
The EAG Group and Tsirivakos Software each has the right to terminate
this contract for cause with three-month written notice. As used
herein, "cause" means in the case of the EAG Group, (i) the failure
of Tsirivakos Software to have G. Tsirivakos available as the person
who is primarily performing Tsirivakos Software's obligations
hereunder, (ii) material failure of Tsirivakos Software to perform
its consulting obligations hereunder or to perform such obligations
in a commercially reasonable and workmanlike manner, or (iii) breach
by Tsirivakos Software or G. Tsirivakos of the provisions of Article
V (Confidentiality and Non-Competition) (it being understood that a
breach of Article V shall require written notice of only two days
prior to termination). In the case of Tsirivakos Software, "cause"
means the failure to pay fees owed to Tsirivakos Software hereunder
and the continuation of such failure for 45 days after written
notice.
IV. Source Code and Documentation:
For all projects developed and/or supported by Tsirivakos Software,
Tsirivakos Software is obligated to deliver a full documented source
code; this source code is property of the EAG Group and is subject to
the confidentiality agreement.
V. Confidentiality and Non-Competition:
Tsirivakos Software is obligated to keep all information occurring
from working for EAG confidential. This includes software, hardware
and general confidential information of the EAG Group.
During the period this contract is in effect, neither Tsirivakos
Software nor G. Tsirivakos shall provide services similar to the ones
provided hereunder to any person that competes with the EAG Group nor
shall either engage in a business or provide material asssistance
(including through furnishing capital) to any such competitive
person. In addition, at the option of the EAG Group, for up to
twelve months after termination or expiration of this Agreement,
Tsirivakos Software and G. Tsirivakos shall comply with the foregoing
non-competition covenant upon payment of (i) DM 6,000 for each month
of such compliance, minus (ii) the amount of revenues of Tsirivakos
Software for that month other than such DM 6,000.
VI. Stock of EAG:
In recognition of the importance of G. Tsirivakos to the performance
of services to be provided by Tsirivakos Software hereunder, EAG
desires to afford G. Tsirivakos an equity participation in the common
stock of EAG as follows:
A. On each June 30 on which this contract is in effect and not
terminated (beginning June 30, 1996), EAG shall award to G.
Tsirivakos a number of Shares of the common stock of EAG
("Shares") equal to the quotient of dividing US $15,000 by
the Price. The Price is equal to the average of the
closing bid and asked prices for the Shares as reported by
the principal market in which the Shares are traded for the
30 days prior to the June 30 in question, but in no event
shall the price be less than US $.20
B. EAG hereby grants G. Tsirivakos a non-transferrable option to
purchase an aggregate of 500,000 Shares, exercisable in whole or
in part on and after the dates set forth below (but not after
September 15, 2003) as follows:
Number First Date
of Shares Exercisable Price
100,000 June 30, 1996 U.S. $.20
100,000 June 30, 1997 U.S. $.30
100,000 June 30, 1998 U.S. $.40
100,000 June 30, 1999 U.S. $.50
100,000 June 30, 2000 U.S. $.60
No option shall be exercisable at any time after this Agreement
has been terminated by the EAG Group. Full payment for Shares
to be acquired on exercise shall be made to EAG in cash or
equivalent at the time of exercise, and any amounts required to
be withheld on account of income or other taxes imposed on G.
Tsirivakos shall be properly provided by or on behalf of G.
Tsirivakos. The option granted above shall not be an "incentive
stock option" for purposes of the U.S. Internal Revenue Code of
1986, as amended.
C. In the event this contract is terminated for cause by the EAG
Group (other than as results from the death or disability of G.
Tsirivakos), at the election of the EAG Group, G. Tsirivakos
shall return to EAG all Shares theretofore issued to G.
Tsirivakos under B against payment to G. Tsirivakos of the
option price paid for such Shares, or if any of such Shares are
no longer owned, all proceeds in excess of the option price paid
for such Shares that were received by G. Tsirivakos in exchange
for the Shares no longer owned.
D. In the event of any stock split, stock dividend or similar
change in the number of Shares, such adjustment in the number of
Shares deliverable pursuant to A and B above shall be made as
the Board of Directors of EAG deems appropriate. In the event
the Shares are exchanged for any other securities or property,
in lieu of delivery of Shares there shall be delivered pursuant
to A, the kind of property delivered in exchange for the Shares
having a value, as determined by the Board of Directors of EAG,
of US $15,000 and in lieu of Shares deliverable on exercise of
the option granted pursuant to B, there shall be delivered the
property that would have been delivered in exchange for the
Shares subject to such option.
E. It shall be a condition to the delivery of any Shares under A or
B that such Shares may be delivered in accordance with all
applicable securities laws. All such Shares bear an appropriate
legend setting forth any securities laws restriction or other
restriction under this Article VI.
In view of the share arrangements set forth above, G. Tsirivakos'
existing option for 200,000 Shares is cancelled.
<PAGE>
Dated: As of August 1, 1995
EUROAMERICAN GROUP INC. TSIRIVAKOS SOFTWARE
By: /s/Alexis Charamis /s/George Tsirivakos
EAG FINANCIAL INFORMATIONS GmbH
By: /s/Alexis Charamis /s/George Tsirivakos
George Tsirivakos
