<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
One Up Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
681965 10 9
------------------------------------------------------------
(CUSIP Number)
<TABLE>
<S> <C> <C>
EAI Partners, Inc.
1900 Corporate Boulevard Linda C. Frazier, Esq.
Suite 305 West Broad and Cassel
Boca Raton, Florida 33431 with a copy to: 201 South Biscayne Boulevard
- --------------------------------------- Suite 3000
(Name, Address and Telephone Number Miami, Florida 33131
of Persons Authorized to Receive
Notices and Communications)
</TABLE>
November 12, 1996
------------------------------------------------------------
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Check the following box if a fee is being paid with this 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>
SCHEDULE 13D
- --------------------------- ---------------------------
CUSIP No. 681965 10 9 Page 2 of 5 Pages
----------------
- --------------------------- ---------------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
EAI Partners, Inc.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[_]
- ------------------------------------------------------------------------------
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 [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,048,193
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
96,386
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,048,193
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, no par value
(the "Common Stock"), of One Up Corporation, a Florida corporation (the
"Issuer"). The Issuer's principal executive office is located at 5 Campus
Circle, Westlake, Texas 76262.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of EAI Partners,
Inc., a Florida corporation ("EAI").
(b) The principal executive office of EAI is located at 1900
Corporate Boulevard, Suite 305 West, Boca Raton, Florida 33431.
(c) EAI is engaged in the business of investing in securities.
(d) Neither EAI, nor any of its executive officers, was, during the
last five years, convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither EAI, nor any of its executive officers, was, during the
last five years, a party to a civil proceeding of a judicial or
administrative body of 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.
(f) EAI is a Florida corporation.
Item 3. Source and Amount of Funds or Other Consideration.
EAI acquired an option to purchase shares of the Issuer's
Common Stock from a principal shareholder of the Issuer in a privately
negotiated transaction and acquired shares of the Issuer's Common Stock by
utilizing its working capital to exercise a portion of such option.
Item 4. Purpose of Transaction.
EAI acquired an option to purchase shares of the Issuer's
Common Stock and exercised a portion of such option for investment purposes and
may, depending upon then current events, including without limitation, then
current market conditions, the Issuer's results of operations, and the then
current general business climate, decide to increase or decrease its position in
the Issuer.
3
<PAGE>
As of the date of the event which required filing of this
Schedule 13D, neither EAI, nor any of the other executive officers of EAI, had
any plans or proposals which may relate or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the Board of Directors of the Issuer;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or any actions which may impede the
acquisition or control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be de-listed
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) EAI may be deemed to beneficially own an aggregate of 3,048,193
shares of Common Stock, representing approximately 17.8% of the
total shares of Common Stock deemed outstanding. Such shares of
Common Stock include 96,386 shares of Common Stock owned
beneficially by EAI, as described below, and an additional
2,951,807 shares of Common Stock for which EAI was granted an
irrevocable proxy. Pursuant to the Stock Option Agreement dated
November 12, 1996 among the Issuer, EAI and Richard G. Dews
(the "Stock Option Agreement"), EAI was granted an option to
purchase 6,000,000 shares of Common Stock. To date, EAI has
exercised a portion of such option and purchased 96,386 shares
of Common Stock. Pursuant to the Stock Option Agreement,
4
<PAGE>
EAI was granted an irrevocable proxy with respect to 50% of the
shares of Common Stock issuable upon exercise of the option.
(b) EAI has sole power to vote 3,048,193 shares of Common Stock.
Such shares of Common Stock include 96,386 shares of Common
stock owned of record. In addition, pursuant to the Stock
Option Agreement and an irrevocable proxy executed in
connection therewith, EAI has the right to vote 50% of the
remaining unexercised portion of the option which amount
currently represents 2,951,807 shares of Common Stock.
(c) EAI exercised its option to purchase 96,386 shares of Common
Stock.
(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
from the sale of such securities of the Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to Section 6 of the Stock Option Agreement, Dews
granted to EAI an irrevocable proxy, for the term of the Option Agreement, with
respect to 50% of all Unexpired Shares. Unexpired Shares means those Option
Shares underlying that portion of the Option as to which the exercise period has
not been terminated in accordance with the terms of the Option Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Stock Option Agreement dated November 12, 1996 among
Richard G. Dews, the Issuer and EAI.
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.
EAI PARTNERS, INC., a Florida corporation
Dated: November 22, 1996 By:/s/Milton Barbarosh
-----------------------------------------
Milton Barbarosh, President
5
<PAGE>
Exhibit A
STOCK OPTION AGREEMENT
----------------------
This Stock Option Agreement (this "Agreement"), made as of this 12th day of
November, 1996 (the "Date of Grant"), is among Richard G. Dews ("Dews"), One Up
Corporation, a Florida corporation (the "Company"), and EAI Partners Inc., a
Florida corporation ("Optionee").
Introductory Statements
-----------------------
Dews desires to grant to Optionee certain rights, as provided hereunder,
with respect to 6,000,000 shares (the "Option Shares") of the Company's common
stock, no par value per share (the "Common Stock"), owned by Dews. The Company
has determined that it is in the best interests of the Company to enter into
this Agreement for the limited purposes set forth herein, since the delivery of
this Agreement is a condition precedent to the Placement Agent Agreement between
Noble International Investments, Inc. and the Company of even date herewith.
Optionee desires to receive the rights provided hereunder regarding the Option
Shares in return for the payment to Dews of the consideration provided for
herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth, the parties hereto, intending to become legally bound,
agree as follows:
1. Grant of the Option. Dews hereby grants to Optionee the right and
-------------------
option to purchase, on the terms and conditions hereinafter set forth, the
Option Shares (the "Option"). The per share purchase price of the first
2,000,000 Option Shares to become exercisable pursuant to this Option, except as
otherwise provided for in this Section and in Section 3, shall be 50% of the
average five day average closing bid price per share of the Common Stock as
traded on the Nasdaq OTC Bulletin Board or the principal exchange over which the
Common Stock is traded immediately prior to the date of exercise (the "Standard
Exercise Price"). The per share purchase price of the next 4,000,000 Option
Shares to become exercisable pursuant to this Option (the "Alternative Exercise
Price") shall be the greater of (i) $.50 or (ii) the Standard Exercise Price.
In connection with the grant of the Option and the other rights regarding the
Option Shares provided to Optionee hereunder, Optionee shall on the date hereof
deliver to Dews, by wire transfer in immediately available funds, the amount of
$50,000 (the "Initial Amount") in exercise of the applicable number of shares to
the account set forth on Exhibit A hereto. The purchase price per share of the
---------
Option Shares purchased with the Initial Amount shall be the Alternative
Exercise Price.
2. Option Term. Subject to the provisions of Section 3, which provides
-----------
for earlier termination of portion of the Option or later termination in certain
cases, the term of the Option and this Agreement shall begin immediately and
continue until September 30, 1998.
<PAGE>
3. Vesting of Stock Options.
-------------------------
(a) This Option shall only be exercisable in accordance with the
following vesting schedule:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Number of Shares Vesting Date Expiration Date
- --------------------------------------------------------------------------------
<C> <S> <C>
2,000,000 Immediate Later of June 30, 1997 or 90 days
following the Registration Date (as
defined)* (the "Initial Tranche
Termination Date")
- --------------------------------------------------------------------------------
1,000,000 June 30, 1997 180 days from the Initial Tranche
Termination Date
- --------------------------------------------------------------------------------
1,000,000 September 30, 1997 270 days from the Initial Tranche
Termination Date
- --------------------------------------------------------------------------------
1,000,000 December 31, 1997 365 days from the Initial Tranche
Termination Date
- --------------------------------------------------------------------------------
1,000,000 March 31, 1998 1 year and 90 days from the Initial
Tranche Termination Date
- --------------------------------------------------------------------------------
</TABLE>
*The Registration Date ("Registration Date") shall mean the date a
registration statement filed with the Securities and Exchange Commission
("Commission") to register the Option Shares under the Securities Act of 1933,
as amended (the "Securities Act") becomes effective.
(b) Optionee agrees that by the later of (i) April 15, 1997 or (ii) 30
days after the Registration Date it shall exercise the Option to purchase the
corresponding number of Option Shares for which the applicable Alternative
Exercise Price is equal to $250,000. Notwithstanding the foregoing, Optionee
shall not be required to exercise this Option if (i) the Company's shares of
common stock are not trading on the Nasdaq OTC Bulletin Board or other principal
exchange or (ii) the Company is in default with respect to its 7% Convertible
Subordinated Debentures.
(c) In the event of the dissolution or liquidation of the Company; the
Option shall terminate as of a date which is ten days prior to such dissolution
or liquidation; provided, however, that not less than 30 days' written notice of
the date of such liquidation or dissolution shall be given to the Optionee by
Dews and the Optionee shall be fully vested in and shall have the right during
such 30 day period to exercise the Option, even though the Option would not
otherwise be exercisable under the Vesting Schedule. At the end of such 30 day
period, any unexercised portion of the Option shall terminate and be of no
further effect.
-2-
<PAGE>
4. Exercise of the Option. This Option may exercised as to Option Shares
----------------------
in whole or in part but subject to the vesting schedule specified in Section 3
of this Agreement. Each exercise of the Option, or any part thereof, shall be
evidenced by a notice in writing to Dews. The applicable exercise price of the
Option Shares as to which the Option shall be exercised shall be paid in full at
the time of exercise, and may be paid to Dews by wire transfer in immediately
available funds to the account set forth on Exhibit A hereto.
---------
5. No Rights as Shareholder Until Exercise. Optionee acknowledges to the
---------------------------------------
Company that Optionee shall not have any of the rights of a shareholder of the
Company with respect to the Option Shares covered by this Agreement except to
the extent that one or more certificates of such Option Shares shall have been
delivered to Optionee, or Optionee has been determined to be a shareholder of
record by the Company's Transfer Agent, upon due exercise of the Option granted
hereunder.
6. Voting Agreement.
----------------
(a) Dews will grant to Optionee an irrevocable proxy, for the term of
this Agreement, with respect to 50% of all Unexpired Shares (as defined). The
number of Unexpired Shares subject to the irrevocable proxy shall be determined
and the irrevocable proxy shall be amended as of each date portions of the
Option are exercised or terminate in accordance with the terms of this
Agreement.
(b) Dews shall not vote the remaining 50% of all Unexpired Shares.
Unexpired Shares ("Unexpired Shares") as used herein means those Option Shares
underlying that portion of the Option as to which the exercise period has not
been terminated in accordance with the terms of this Agreement whether or not
such shares have become exercisable in accordance with the vesting schedule set
forth in Section 3.
7. Adjustments Upon Changes in Capitalization or Reorganization. The
------------------------------------------------------------
number of Shares subject to this Option shall be adjusted from time to time as
follows:
(a) Subject to any required action by shareholders of the Company, the
number of Shares subject to this Option, and the Exercise Price, shall be
proportionately and equitably adjusted for any increase or decrease in the
number of shares of Common Stock as a result of a subdivision or consolidation
of Shares or the payment of a stock dividend (but only in shares of Common
Stock).
(b) Subject to any required action by shareholders, if the Company
shall be the surviving corporation in any reorganization, merger or
consolidation, this Option shall pertain to and apply to the securities to which
Dews is entitled thereunder, and if a plan or agreement reflecting any such
event is in effect that specifically provides for the change, conversion or
exchange of the Shares, then any adjustment to the Shares subject to this Option
shall not be inconsistent with the terms of any such plan or agreement.
-3-
<PAGE>
(c) In the event of a change in the Shares as presently constituted,
which is limited to a change of par value into the same number of the Shares
with a different par value or without par value, the Shares resulting from any
such change shall be deemed to be the Shares within the meaning of this
Agreement.
(d) The Optionee shall have no rights by reason of any subdivision or
consolidation of stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, reorganization, merger or consolidation
or spinoff of assets or stock of another corporation, and any issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or Exercise Price of Shares subject to
this Option.
(e) The Optionee shall have no preemptive rights with respect to the
Option Shares.
8. Non-Transferability of the Option. This Option shall not be
---------------------------------
transferable and shall be exercisable only by Optionee.
9. Shelf Registration. (a) The Company agrees to file with the
------------------
Commission within 45 days after the date hereof, a shelf registration statement
("Shelf Registration Statement") for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Option Shares. The Shelf
Registration Statement shall be on Form SB-1 under the Securities Act or another
appropriate form permitting registration of such Option Shares for resale by the
Optionee. The Company shall use its best efforts to cause such Shelf
Registration Statement to be declared effective pursuant to the Securities Act
as promptly as practicable following the filing thereof and to keep the Shelf
Registration Statement continuously effective under the Securities Act for the
period ending September 30, 1998 (except during periods following the filing of
a post effective amendment thereto and prior to the declaration of the
effectiveness of such post effective amendment; provided, the Company shall use
its best efforts to cause any such post effective amendment to be declared
effective as soon as practicable), or such shorter period as may be specified by
the Commission in amending Rule 144 or ending when there cease to be outstanding
any restricted Option Shares ("Effectiveness Time"). In connection with such
registration of the Option Shares, the Company shall use its reasonable efforts
to register or qualify or cooperate with Optionee and respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Option Shares for offer and sale under
the securities of "Blue Sky" laws of the State of Florida and such jurisdictions
within the United States as Optionee reasonably requests in writing.
(b) Dews and the Optionee shall provide such information as is
requested from the Company and cooperate fully with the Company's efforts to the
cause the Shelf Registration Statement to be declared effective under the
Securities Act and to remain effective during the Effectiveness Time.
-4-
<PAGE>
(c) The fees and expenses incident to the performance of or compliance
with this section shall be borne by the Company whether or not the Shelf
Registration Statement becomes effective and whether or not any securities are
sold pursuant to any Shelf Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the National Association of
Securities Dealers, Inc. and (B) in compliance with the applicable state
securities laws, (ii) printing expenses, (iii) fees and disbursements of Counsel
for the Company (but not counsel for the Optionee), (iv) fees and disbursements
of the Company's independent certified public accountants and (v) fees and
expenses of all other persons retained for such purpose by the Company.
10. Compliance with Securities and other Laws. In no event shall Dews be
-----------------------------------------
required to issue Option shares under this Option if the issuance thereof would
constitute a violation of applicable federal or state securities laws or
regulations or a violation of any other law or regulation of any governmental or
regulatory agency or authority or any national securities exchange. As a
condition to any transfer of Option Shares, the Company may place legends on
Option Shares, issue stop transfer orders and require such agreements or
undertakings as the Company may deem necessary or advisable to assure compliance
with any such laws or regulations, including, if the Company or its counsel
deems it reasonably appropriate, further representations from Optionee that
Optionee is acquiring the Option Shares solely for investment and not with a
view to distribution and that no distribution of the Option Shares will be made
unless such shares are registered pursuant to applicable securities laws, or in
the opinion of counsel of the Company, such registration is unnecessary.
11. Organization of Optionee. Optionee is a corporation duly organized
------------------------
under the laws of the State of Florida and is validly existing under the laws of
Florida.
12. Authority. Optionee has full corporate power and authority to execute
---------
and deliver this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance by Optionee of this Agreement have been duly
authorized by the Optionee. This Agreement is a valid, binding and enforceable
obligation of the Optionee, enforceable against it in accordance with its terms,
except to the extent the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or other laws and judicial decisions of general
application relating to or affecting the enforcement of creditors' rights
generally or by general equitable principles.
13. Accredited Investor. Optionee is an "Accredited Investor" as such
-------------------
term is defined in Section 501(a) of the Securities Act. Optionee represents
and warrants that it has such knowledge and experience in financial and business
matters as to be capable of evaluation the merits and risks of its investment in
the Option and the Option Shares. Optionee has had the opportunity to obtain
from the Company and Dews any and all information, to the extent possessed by
the Company and Dews or obtainable with reasonable efforts by the Company and
Dews, necessary to evaluate the merits and risks of an investment in the Option
and the Option Shares and has concluded, based on such information and other
information previously known
-5-
<PAGE>
to Optionee to invest in the Option and the Option Shares pursuant to the terms
of this Agreement.
14. Investment Purposes. Optionee hereby represents and warrants that it
-------------------
is acquiring the Option and the Option Shares for investment purposes only, for
its own account, and not as nominee or agent for any other person or entity, and
not with a view to, or for resale in connection with, any distribution thereof
within the meaning of the Securities Act. Optionee has no agreement or other
arrangement with any person or entity to sell, transfer or pledge any part of
the Option or the Option Shares and has no plans to enter into any such
agreement or arrangement.
15. Restricted Security. Optionee acknowledges that Dews is selling the
-------------------
Option to Optionee without registration under the Securities Act and that the
Option Shares are not currently registered under the Securities Act. Optionee
further acknowledges that the representatives of the Company and Dews have
advised Optionee that no state or federal agency or instrumentality has made any
finding or determination as to the investment in the Option or the Option
Shares, nor has any state or federal agency or instrumentality made any
recommendation with respect to any purchase or investment in the Option or the
Option Shares.
16. Domicile. As of the date hereof, the principal business offices of
--------
the Optionee is in the State of Florida.
17. Notices. Any notice necessary under this Agreement shall be in
-------
writing, addressed (a) to the Company in care of its Secretary at the principal
executive office of the Company in Westlake, Texas, (b) to Optionee at 1900
Corporate Boulevard, Suite 305W, Boca Raton, Florida 33431 or (c) to Dews in
care of the Company at the principal executive office of the Company in
Westlake, Texas. Except as otherwise provided herein, any such notice shall be
deemed effective upon receipt thereof by the addressee.
18. Choice of Law. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF
-------------
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT
REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
19. Amendment of Agreement. This Agreement may be amended, altered,
----------------------
suspended, discontinued or terminated only by the mutual written consent of Dews
and Optionee (the consent of the Company not being required).
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
ONE UP CORPORATION
By:/s/ Wayne Sanderson
-------------------
Name:Wayne Sanderson
---------------
Title:Vice President/Secretary
------------------------
OPTIONEE:
EAI PARTNERS, INC.
By:/s/ M.H. Barbarosh
------------------
Name:M.H. Barbarosh
--------------
Title:President
---------
DEWS:
/s/ Richard G. Dews
-------------------
Richard G. Dews
-7-
