UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EuroAmerican Group Inc.
(Name of Issuer)
Common Stock, $ .001 par value
(Title of Class of Securities)
298707100
(CUSIP Number)
Jeffrey H. Lane, c/o Foley & Lardner, 777 East Wisconsin Avenue,
Milwaukee, WI 53202
(414) 271-2400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
(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.) (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.
* 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).
<PAGE>
CUSIP No. 298707100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexis Charamis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Greece
7 SOLE VOTING POWER
NUMBER OF
3,387,258
8 SHARED VOTING POWER
SHARES
-0-
BENEFICIALLY
9 SOLE DISPOSITIVE POWER
OWNED BY
EACH 3,387,258
10 SHARED DISPOSITIVE POWER
REPORTING
-0-
PERSON
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
3,387,258
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D (the "Statement") previously filed
by Alexis Charamis with respect to the Common Stock, $.001 par value
("Common Stock"), of EuroAmerican Group Inc. (the "Company") is hereby
amended and, pursuant to Rule 101(a)(2)(ii) of Regulation S-T, restated as
set forth herein. As a result of the Memorandum of Understanding referred
to in Item 4 hereof, Mr. Charamis may be considered to be (although he
denies that he is) a member of a "group" (the "Possible Memorandum Group")
with some or all of Klaus Hebben, CAL International Limited ("CAL"),
Hubert Scharnowski, SABHU Inc. ("SABHU"), George Tsirivakos and Eurotech
Invest. Ltd. ("Eurotech"). Mr. Charamis has only limited information with
respect to such persons and such information (which is presented without
prejudice to his position that no such "group" exists) is set forth herein
only to the actual knowledge of Mr. Charamis based on information
reasonably available to him.
Item 1. Security and Issuer
This Statement relates to the Common Stock, $.001 par value per
share (the "Common Stock"), of EuroAmerican Group, Inc., a Delaware
corporation (the "Company"), whose executive offices are located at 50
Broad Street, Suite 516, New York, New York 10004.
Item 2. Identity and Background
(a)-(c), (f) This Statement is filed by Alexis Charamis, a
citizen of Greece, whose business address is c/o EuroAmerican Group Hellas
S.A. ("EAG Hellas"), 5, Milioni Street, 10673 Athens, Greece. Mr.
Charamis's present principal occupation is Chief Executive Officer of EAG
Hellas and Chief Executive Officer of the Company. EAG Hellas is a sales
agent in Greece for the Company and is also engaged in providing financial
consulting services. The Company is engaged in providing "real time"
business and financial information through the personal computers of
subscribers to the Company's "Satquote" system.
Mr. Charamis is a director and the Secretary of Doupsi
Investment Corporation Ltd., a Gibralter corporation ("Doupsi"), whose
address is 7 Catalan Bay Road, Gibralter. A majority of the equity
interest in Doupsi is owned by Mr. Charamis's wife, Emma Charamis, and Mr.
Charamis' brother John Charamis. Doupsi is a holding company for
investments. The directors and executive officers of Doupsi, in addition
to Mr. Charamis, are Mrs. Charamis and John Charamis. Mrs. Charamis'
principal occupation is a housewife. John Charamis is employed by
Tradition S.A., Rue de Langallerie 11, 1003 Lausanne, Switzerland.
Tradition S.A. is an interbank money broker.
In addition to Mr. Charamis, the members of the Possible
Memorandum Group are Mr. Hebben and CAL; Mr. Scharnowski and SABHU, which
Mr. Charamis understands is an affiliate of Mr. Scharnowski (collectively,
the "S Group"); Mr. Tsirivakos; and Eurotech.
Mr. Hebben's address is:
Monte Carlo Star
15. Blvd. Louis II
Monte Carlo (9800) Monaco
CAL's address is:
Ordnance House, 31 Pier Road
St. Helier, Jersey, Channel Islands
Mr. Hebben is a citizen of Germany and his principal occupation
is a private investor. CAL is a holding company for various investments
of Mr. Hebben. CAL's directors and executive officers are Mr. Hebben and
Angus Spencer-Nairn, a citizen of the United Kingdom. The business
address of Mr. Spencer-Nairn is 31 Pier Road, St. Helier, Jersey, Channel
Islands, and he is a senior partner of Rawlinson & Hunter (Jersey), a
public accounting firm located at Mr. Spencer-Nairn's business address.
The S Group:
c/o Scharnowski GmbH
Sodener Str. 12
63454 Hanover
Germany
Mr. Charamis understands that Mr. Scharnowski is a citizen of
Germany and that Mr. Scharnowski's present principal occupation is as a
financial broker. Mr. Charamis has no actual knowledge of the principal
business of SABHU, its jurisdiction of incorporation or any actual
knowledge about its directors or executive officers.
Mr. Tsirivakos:
c/o EAG Financial Information GmbH
Hanauer Landstrasse 208-216
D-60314 Frankfurt am Main
Germany
Mr. Charamis understands that Mr. Tsirivakos is a citizen of
Greece and that his principal occupation is Vice President of the Company.
Mr. Charamis understands that the address of Eurotech is:
80 Broad Street
Monrovia, Liberia
Mr. Charamis understands that John Xylas and Nicos Antonopolous
are the directors and executive officers of Eurotech, which Mr. Charamis
understands is a Liberian corporation. Mr. Charamis understands that
Messrs. Xylas and Antonopolous are citizens of Greece. Mr. Xylas'
business address is 57 Akti Miaouli, Pireaus 18536 Greece and his
principal occupation is a maritime shipping executive with Pyrsos
Shipping, whose address is the same as Mr. Xylas' business address. Mr.
Antonopolous' business address is 13 Voulgaroktonou Street, Athens 15343
Greece and his principal occupation is retired civil servant.
(d), (e) None of Mr. Charamis, Doupsi or the executive officers
or directors of Doupsi has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last
five years nor has any of them been, during such period, a party to a
civil proceeding of a judicial or administrative body of a competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Except as set forth above, Mr. Charamis has no actual knowledge
about the other members of the Possible Memorandum Group as to the matters
required by Item 2(b)-(e) of Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Charamis currently intends that the source of funds
necessary to exercise the option held by him referred to under "Memorandum
of Understanding" in Item 4 be personal funds of Mr. Charamis.
Mr. Charamis understands that Mr. Hebben's personal funds have
been the source of funds for 5,500,000 shares of Common Stock acquired
from the Company for cash by CAL. Mr. Charamis understands that the
remaining 2,200,000 shares of Common Stock acquired by CAL from the
Company were acquired in exchange for the stock of EuroAmerican Group
Plc., which at the time of the exchange was an indirect subsidiary of CAL.
Mr. Charamis understands that the source of funds for 800,000 shares of
Common Stock and warrants to purchase Common Stock acquired from the
Company for cash by CAL Futures Limited, a former wholly-owned subsidiary
of CAL ("Futures"), was Futures' working capital. (Of these 800,000
shares, 600,000 shares were subsequently transferred to CAL by Futures.)
Mr. Charamis understands that Mr. Hebben's personal funds have
been the source of funds for the 162,500 shares of the Company's Series A
Non-Voting Convertible Senior Preferred Stock ("Series A Preferred Stock")
acquired by Mr. Hebben.
Mr. Charamis understands that the source of funds for the
1,750,000 shares of Common Stock acquired from the Company for cash by
Eurotech was Eurotech's working capital.
Mr. Charamis has no actual knowledge of the source of funds for
any purchases of Common Stock that have been or may be made by any of the
other members of the Possible Memorandum Group.
Item 4. Purpose of Transaction
Memorandum of Understanding
The Memorandum of Understanding, dated January 23, 1995, and the
Amendment to the Memorandum of Understanding, dated as of March 30, 1995
(collectively, the "Memorandum"), are between Mr. Charamis, CAL, the
Company, Mr. Scharnowski, SABHU, Mr. Tsirivakos and Eurotech. The
Memorandum of Understanding and the Amendment to the Memorandum of
Understanding are filed (through incorporation by reference) as Exhibits
99.1 and 99.2, respectively, to this Amendment No. 1. The following
description of the Memorandum is qualified in its entirety by the actual
text.
The Memorandum provides that Mr. Scharnowski, who was at the
time the sole director of the Company, shall elect as directors one person
designated by CAL and shall also elect as directors Messrs. Charamis and
Tsirivakos. On or about February 9, 1995, CAL designated Steven Millner
(currently, a partner of the accounting firm of Dalessio, Millner & Leben
LLP, New York, New York, and the Company's Secretary, and formerly, the
Company's Chief Financial Officer) as its director, and Messrs. Millner,
Charamis and Tsirivakos were elected as directors on or about such date.
The Memorandum also provides that CAL, the S Group and Eurotech will vote
their shares of Common Stock to provide that the Board of Directors shall
consist of between three and five directors and that one shall be Mr.
Charamis (or a designee), one shall be Mr. Tsirivakos (or a designee), one
shall be a person designated by CAL and one shall be Mr. Millner.
The Memorandum provides that Mr. Scharnowski will resign as the
Company's Chairman and CEO after he signs the Company's Annual Report on
Form 10-KSB for the year ended August 31, 1994 and its Quarterly Report on
Form 10-Q for the quarter ended November 30, 1994. These filings were
made on or about February 22, 1995. In early March 1995, Mr. Scharnowski
resigned from these offices and Mr. Charamis became the Company's CEO.
Later in 1995, Mr. Scharnowski resigned as a director of the Company.
Eurotech agreed to subscribe for the purchase of at least
2,000,000 shares of Common Stock. In April 1995 and August 1995, Eurotech
purchased an aggregate of 1,750,000 shares; see Item 5(c). CAL agreed to
cause at least 3,000,000 shares of Common Stock to be subscribed. In
April 1995 and July 1995, CAL purchased an aggregate of 2,500,000 shares
and introduced an individual to the Company who purchased 500,000 shares;
see Item 5(c).
The Memorandum provides that various decisions, including those
relating to marketing, business policy, borrowing, sales or acquisitions
of securities of the Company, payment of dividends and business
combinations require the prior approval of the Company's Board of
Directors.
The Memorandum provides that, for a period ending January 20,
1998, (i) Messrs. Charamis and Tsirivakos have a right of first refusal on
shares of Common Stock that the S Group or CAL desires to sell non-
publicly, and (ii) any sale of shares by the S Group or CAL shall not
exceed the greater of 1% of the outstanding shares of Common Stock or the
average weekly trading volume during the preceding four weeks.
The Memorandum provides that the Company shall grant Mr.
Charamis a four year option (subsequently extended to January 23, 2000) to
purchase from time to time up to 2,000,000 shares of Common Stock with
antidilution provisions so that the shares subject to the option shall at
all times be not less than 13.3333% of the Common Stock. In April 1996,
the maximum number of shares subject to such option was fixed at 3,387,258
shares (subject to adjustment for stock splits, stock dividends,
extraordinary dividends and similar changes in capitalization). The
Memorandum provides that the Company shall grant CAL a four year option to
purchase from time to time up to 1,000,000 shares of the Common Stock
(subject to such antidilution provisions). The purchase price per share
under both options is $.20. The Memorandum provides these option shares
have "piggy-back" registration rights.
Other
Messrs. Charamis and Millner have foregone $40,000 and $30,000
of their stated compensation as employees of the Company in order to
provide capital to the Company. In exchange for such compensation
reductions, Messrs. Charamis and Millner are being granted options to
purchase 20,000 shares and 15,000 shares of Series A Preferred Stock at a
price of $.10 per share. The options may be exercised until November 30,
1998. If Messrs. Charamis and Millner forego future compensation from the
Company, each will receive additional options to purchase Series A
Preferred Stock at the rate of 1 share for each $2.00 of additional
compensation foregone.
The Series A Preferred Stock is not entitled to vote and is not
entitled to any dividends. On November 30, 1997 (the "First Redemption
Date"), the Company shall be entitled to, and on November 30, 1998 (the
"Final Redemption Date"), the Company shall, redeem all but not less than
all of the Series A Preferred Stock. The Company may, at its election,
redeem Series A Preferred Stock in cash or in Common Stock, except that
the Company may not redeem the Series A Preferred Stock in Common Stock on
the First Redemption Date unless the Net Income Test (defined below) is
met. If redemption is made in cash, the redemption price if $2.00 per
share plus $.32 per share if redeemed on the First Redemption Date, and
$.48 per share if redeemed on the Final Redemption Date. If redemption is
made in Common Stock, (i) if the Net Income Test is met, the number of
shares of Common Stock issued for each share of Series A Preferred Stock
shall be equal to the quotient of dividing $2.00 by 90% of the Average
Price (defined below), and (ii) if the Net Income Test is not met, the
number of shares of Common Stock is equal to the Conversion Rate (defined
below). "Net Income Test" means that the Company's consolidated net
income, determined in accordance with generally accepted accounting
principles, for the last fiscal year ending prior to the date of the
redemption, is at least $750,000. "Average Price" means the average of
the reported closing high bid and low asked prices per share for the 30
trading days ending 15 days prior to the Company's Notice of Redemption in
the principal market in which the Common Stock is then traded.
The Series A Preferred Stock is convertible into Common Stock at
the option of the holder on November 30, 1996 and on the First Redemption
Date and the Final Redemption Date, at the following rates (the
"Conversion Rate"): 8 shares per share of Series A Preferred Stock, if
converted on November 30, 1996; 7 shares if converted on the First
Redemption Date; and 6 shares if converted on the Final Redemption Date.
The Series A Preferred Stock has a security interest in all
assets of the Company (other than the stock of the Company's subsidiaries)
to secure the Company's obligation to pay the redemption price in cash.
On liquidation, the Series A Preferred Stock is entitled, prior to any
distribution on Common Stock, to receive an amount equal to the amount
that would be paid on a redemption of the Series A Preferred Stock for
cash.
Except as described herein, Mr. Charamis has no plans or
proposals which would relate to or result in any transactions described in
paragraphs (a)-(j) of Item 4 of Schedule 13D.
On October 3, 1995, November 8, 1995 and January 8, 1996, Mr.
Hebben purchased from the Company 15,000, 110,000 and 37,500 shares,
respectively, of Series A Preferred Stock. All of these shares were
acquired for cash at a price of $2.00 per share to provide capital to the
Company. An aggregate of an additional 82,500 shares of Series A
Preferred Stock were sold by the Company in November 1995, January 1996
and February 1996 for cash at a price of $2.00 per share to two persons
introduced to the Company by Mr. Hebben.
Mr. Tsirivakos has entered into a Consulting and Share Contract
which provides that on June 30, 1996-2000, Mr. Tsirivakos is entitled to
receive shares of Common Stock having a value of $15,000 (determined by
the average of the reported bid and asked prices for the shares in the
principal market in which the shares are traded during the 30 days before
each June 30) but such value shall not be determined by a price per share
less than $.20. The Common Stock to be issued on June 30, 1996 was not
issued. In lieu thereof, and upon the payment to the Company of $10,000
by Mr. Tsirivakos, Mr. Tsirivakos will be issued 12,500 shares of Series A
Preferred Stock. Mr. Charamis understands that if Mr. Tsirivakos foregoes
future compensation from the Company, he will receive additional shares of
Series A Preferred Stock at the rate of 1 share for each $2.00 of
compensation foregone.
Item 5. Interest in Securities of the Issuer
(a)(i) Mr. Charamis beneficially owns 3,387,258 shares of
Common Stock, all of which shares Mr. Charamis has the right to acquire
under the option described under "Memorandum of Understanding" in Item 4.
Based on 20,448,333 shares of Common Stock outstanding, these 3,387,258
shares represent approximately 14.2% of the outstanding shares of Common
Stock computed under Rule 13d-3 (which provides that the shares subject to
such option are deemed to be outstanding for purposes of computing the
percentage of the Common Stock beneficially owned but that any shares
subject to options or convertible securities held by persons other than
Mr. Charamis are not considered outstanding).
(ii) Based on information available to Mr. Charamis and based on
20,448,333 shares of Common Stock outstanding, the beneficial ownership of
Common Stock by the other members of the Possible Memorandum Group
(beneficial ownership of which is disclaimed by Mr. Charamis) is as
follows (all percentages are computed under Rule 13d-3):
Mr. Hebben and CAL -- CAL beneficially owns 9,300,000 shares of
Common Stock. Of these shares, 1,000,000 shares are owned under the
option described under "Memorandum of Understanding" in Item 4. These
9,300,000 shares represent approximately 43.4% of the outstanding shares
of Common Stock.
In addition, on October 1, 1996 (60 days before the first date
on which the Series A Preferred Stock can be converted), Mr. Hebben will
have the right to acquire an additional 1,300,000 shares of Common Stock
through conversion of Series A Preferred Stock, giving Mr. Hebben
aggregate beneficial ownership of 10,600,000 shares representing
approximately 46.6% of the outstanding Common Stock. All of the shares of
Common Stock beneficially owned by CAL are deemed to be owned by Mr.
Hebben.
S Group -- 1,300,000 shares of Common Stock (6.4%).
Mr. Tsirivakos -- 150,000 shares of Common Stock (0.7%). Of
these shares, Mr. Tsirivakos has the right to acquire within the next 60
days 100,000 shares pursuant to the option described in (c)(iv) below.
Eurotech -- 1,750,000 shares of Common Stock (8.6%).
(b)(i) Mr. Charamis would have the sole power to vote and
dispose of any of the Common Stock acquired on exercise of his option.
Mr. Charamis understands that Doupsi has the sole power to vote and
dispose of the shares of Common Stock beneficially owned by it.
(ii) Mr. Charamis understands that Mr. Hebben and CAL share the
power to vote and dispose of the shares of Common Stock beneficially owned
by them. Mr. Charamis understands that all shares beneficially owned by
Eurotech are beneficially owned with sole voting and dispositive power.
Mr. Charamis does not have information about the power to vote or dispose
of Common Stock beneficially owned by the other members of the Possible
Memorandum Group.
(c)(i) On January 23, 1995, Mr. Charamis was granted the
option described under "Memorandum of Understanding" in Item 4. Such
option was amended in March 1995 to fix the exercise price at $.20 per
share and was further amended in April 1996 to fix the maximum number of
shares at 3,387,258 shares.
(ii) Mr. Charamis understands that on April 12, 1995, CAL
purchased from the Company 2,000,000 shares of Common Stock and on July
18, 1995, CAL purchased from the Company 500,000 shares of Common Stock.
All of these shares were acquired for cash at a price of $.20 per share to
provide capital to the Company. The Company has agreed to file a single
registration statement under the Securities Act of 1933, as amended,
covering the sale of all of these shares and to extend the term by one
year.
(iii) Mr. Charamis understands that on April 4, 1995, a
corporation organized by Mr. Scharnowski acquired the assets of the
Company's EAG Financial Services GmbH subsidiary in exchange for, among
other consideration, 700,000 shares of Common Stock. Mr. Charamis
understands that on March 4, 1996, Mr. Scharnowski granted the Company an
option to purchase up to 1,700,000 shares of Common Stock at a price of
$.10 per share. The option was to expire on May 29, 1996, except that if
the option was exercised for at least 1,000,000 shares, then the remainder
of the option could be exercised, in whole or in part, until March 1,
1997. The option was assignable, in whole or in part, by the Company.
Mr. Charamis understands that the Company assigned 1,000,000 shares of the
option to a third party who exercised the option for all of such shares on
or prior to May 29, 1996.
(iv) Mr. Charamis understands that on April 12, 1995, Eurotech
purchased from the Company 1,500,000 shares of Common Stock at a price of
$.20 per share for cash and cancellation of $50,000 owed to Eurotech by
the Company. Mr. Charamis understands that on August 7, 1996, Eurotech
purchased from the Company 250,000 shares of Common Stock at a price of
$.20 per share in cash.
(v) Mr. Charamis understands that in August 1995, pursuant to
the Consulting and Share Contract referred to under "Other" in Item 4,
Mr. Tsirivakos was granted an option to purchase 500,000 shares of Common
Stock and a prior option for 200,000 shares of Common Stock was cancelled.
The current option will expire in September 2003 and is exercisable for
100,000 shares beginning on June 30 of each year in which the Consulting
and Share Contract is in effect (beginning June 30, 1996) at an exercise
price of $.20 for the initial 100,000 shares, increasing by $.10 per share
on each succeeding June 30 for the shares that become exercisable on such
June 30.
(vi) Other than as set forth herein, Mr. Charamis does not have
any actual knowledge of transactions in the Common Stock by the other
members of the Possible Memorandum Group.
(d) Mr. Charamis will have the right to receive any dividends
on and the proceeds of sale of any Common Stock acquired by Mr. Charamis
pursuant to his option referred to herein. Mr. Charamis does not have any
actual knowledge of whether persons other than the other members of the
Possible Memorandum Group have the right to receive dividends on or the
proceeds of sale of the Common Stock beneficially owned by the other
members of the Possible Memorandum Group.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Except as described herein, Mr. Charamis has no actual knowledge
of any understanding or relationship with respect to securities of the
Company between any member of the Potential Memorandum Group and any other
member or between any such member and any other person.
Item 7. Material To Be Filed and Exhibits
99.1 Memorandum of Understanding, dated January 23, 1995.
(Incorporated by reference to Exhibit 1 to the Statement on Schedule 13D
filed with respect to the Common Stock of EuroAmerican Group Inc. by
Alexis Charamis).
99.2 Amendment to Memorandum of Understanding, dated as of March
30, 1995. (Incorporated by reference to Exhibit 2 to the Statement on 13D
filed with respect to the Common Stock of EuroAmerican Group Inc. by
Alexis Charamis.)
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.
Dated: August 13, 1996 /s/Alexis Charamis
Alexis Charamis
