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
Eurotech Invest. Ltd.
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) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Liberia
7 SOLE VOTING POWER
NUMBER OF
1,750,000
8 SHARED VOTING POWER
SHARES
-0-
BENEFICIALLY
9 SOLE DISPOSITIVE POWER
OWNED BY
EACH 1,750,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D (the "Statement") previously filed
by Eurotech Invest. Ltd. ("Eurotech") 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, Eurotech may be
considered to be (although it denies that it 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"),
Alexis Charamis and George Tsirivakos. Eurotech has only limited
information with respect to such persons and such information (which is
presented without prejudice to its position that no such "group" exists)
is set forth herein only to the actual knowledge of Eurotech based on
information reasonably available to it.
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
This Statement is filed by Eurotech, a Liberian corporation,
whose address is 80 Broad Street, Monrovia, Liberia. Eurotech is engaged
in the business of making financial investments. The directors and
executive officers of Eurotech are John Xylas and Nicos Antonopolous, who
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.
In addition to Eurotech, the members of the Possible Memorandum
Group are Mr. Hebben and CAL; Mr. Scharnowski and SABHU, which Eurotech
understands is an affiliate of Mr. Scharnowski (collectively, the "S
Group"); and Messrs. Charamis and Tsirivakos.
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
Eurotech understands that Mr. Hebben is a citizen of Germany and
his principal occupation is a private investor. Eurotech understands that
CAL is a holding company for various investments of Mr. Hebben. CAL's
directors and executive officers are Mr. Hebben and Angus Spencer-Nairn.
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's address is:
c/o Scharnowski GmbH
Sodener Str. 12
63454 Hanover
Germany
Eurotech understands that Mr. Scharnowski is a citizen of
Germany and that Mr. Scharnowski's present principal occupation is as a
financial broker. Eurotech 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. Charamis' address is:
c/o EuroAmerican Group Hellas
5 Milioni Street
10673 Athens, Greece
Eurotech understands that Mr. Charamis is a citizen of Greece
and his present principal occupation is Chief Executive Officer of
EuroAmerican Group Hellas and Chief Executive Officer of the Company.
Eurotech understands that EuroAmerican Group 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. Tsirivakos' address is:
c/o EAG Financial Information GmbH
Hanauer Landstrasse 208-216
D-60314 Frankfurt am Main
Germany
Eurotech understands that Mr. Tsirivakos is a citizen of Greece
and that his principal occupation is Vice President of the Company.
(d), (e) None of Eurotech, Mr. Xylas or Mr. Antonopolous 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, Eurotech 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
The source of funds for the shares of Common Stock acquired from
the Company by Eurotech was Eurotech's working capital.
Eurotech 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. Eurotech 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.)
Eurotech 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.
Eurotech 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 Eurotech, CAL, the Company,
Mr. Scharnowski, SABHU, and Messrs. Charamis and Tsirivakos. 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 Company has agreed to file a single registration
statement under the Securities Act of 1933, as amended, covering the sale
of the shares described in this paragraph.
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
Eurotech understands that 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.
Eurotech understands that 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 Corporation 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.
Eurotech understands that 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 of Common Stock 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.
Eurotech understands that 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.
Eurotech reserves the right to sell all or any portion of the
Common Stock owned by it and is considering the sale of the number of
shares of Common Stock that may be sold by it pursuant to Rule 144 under
the Securities Act of 1933, as amended, assuming Eurotech were an
affiliate of the Company. Under the provisions of Rule 144, an affiliate
may sell up to 1% of a company's outstanding shares in any period of three
months. In addition, shares may be sold pursuant to Eurotech's
registration rights described under "Memorandum of Understanding" above.
Except as described herein, Eurotech 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.
Eurotech understands that 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.
Eurotech understands that 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) Based on 20,448,333 shares of Common Stock
outstanding, Eurotech beneficially owns 1,750,000 shares of Common Stock
(8.6%).
(ii) Based on information available to Eurotech 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 Eurotech) 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. Charamis -- 3,387,258 shares of Common Stock (14.2%), all of
which shares Mr. Charamis has the right to acquire under the option
described under "Memorandum of Understanding" in Item 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)(v) below.
(b)(i) Eurotech has the sole power to vote and dispose of all
shares of Common Stock beneficially owned by it. Eurotech understands
that Mr. Hebben and CAL share the power to vote and dispose of the shares
of Common Stock beneficially owned by them. Eurotech understands that any
shares acquired on exercise of Mr. Charamis' option will be owned by him
with sole voting and investment power.
(ii) Eurotech 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 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.
(ii) Eurotech 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.
(iii) Eurotech 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. Eurotech 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. Eurotech
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) Eurotech understands that 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 and to extend the term by one year.
(v) Eurotech 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, Eurotech does not have any
actual knowledge of transactions in the Common Stock by the other members
of the Possible Memorandum Group.
(d) Eurotech has the right to receive any dividends on and the
proceeds of sale of all Common Stock beneficially owned by Eurotech.
Eurotech 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, Eurotech 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.
EUROTECH INVEST. LTD.
By: /s/ Nicos Antonopolous
Name: Nicos Antonopolous
Title: President
Dated: August 13, 1996
