<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CZECH INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
232838 30 0
(CUSIP Number)
Peter Schmid
Eastbrokers Beteiligungs AG
Schlickgasse 1
1090 Vienna, Austria
43-1-317 27 00
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 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
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.)
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CUSIP No. 232838 30 0
________________________________________________________________________________
1) Name of Reporting Person: KHS Beteiligungs AG
S.S. or I.R.S. Identification No. of Above Person: Not applicable
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds OO
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
________________________________________________________________________________
6) Citizenship or Place of Organization: Austria
________________________________________________________________________________
7) Sole Voting Power:
Number of
Shares _________________________________________________________________
Beneficially 8) Shared Voting Power: 449,975* shares of Common Stock
Owned by
Each _________________________________________________________________
Reporting 9) Sole Dispositive Power:
Person
With _________________________________________________________________
10) Shared Dispositive Power: 449,975* shares of Common Stock
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
449,975* shares of Common Stock
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11):
15.7% of Common Stock, based on 2,871,000* shares of Common Stock
issued and outstanding at August 1, 1996. See Item 5 herein.
________________________________________________________________________________
14) Type of Reporting Person CO
________________________________________________________________________________
*All share figures have been adjusted to reflect a one-for-five reverse split
of the common stock effective September 10, 1996.
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CUSIP No. 232838 30 0
________________________________________________________________________________
1) Name of Reporting Person: Wolfgang M. Kossner
S.S. or I.R.S. Identification No. of Above Person: Not applicable
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds OO
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
________________________________________________________________________________
6) Citizenship or Place of Organization: Austria
________________________________________________________________________________
7) Sole Voting Power:
Number of
Shares __________________________________________________________________
Beneficially 8) Shared Voting Power: 449,975* shares of Common Stock
Owned by
Each __________________________________________________________________
Reporting 9) Sole Dispositive Power:
Person
With __________________________________________________________________
10) Shared Dispositive Power: 449,975* shares of Common Stock
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
449,975* shares of Common Stock
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [x]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11):
15.7% of Common Stock, based on 2,871,000* shares of Common Stock
issued and outstanding at August 1, 1996. See Item 5 herein.
________________________________________________________________________________
14) Type of Reporting Person IN
________________________________________________________________________________
*All share figures have been adjusted to reflect a one-for-five reverse split of
the common stock effective September 10, 1996.
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CUSIP No. 232838 30 0
________________________________________________________________________________
1) Name of Reporting Person: Peter Schmid
S.S. or I.R.S. Identification No. of Above Person: Not applicable
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds OO
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
________________________________________________________________________________
6) Citizenship or Place of Organization: Austria
________________________________________________________________________________
7) Sole Voting Power:
Number of
Shares __________________________________________________________________
Beneficially 8) Shared Voting Power: 449,975* shares of Common Stock
Owned by
Each __________________________________________________________________
Reporting 9) Sole Dispositive Power:
Person
With __________________________________________________________________
10) Shared Dispositive Power: 449,975* shares of Common Stock
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
449,975* shares of Common Stock
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11):
15.7% of Common Stock, based on 2,871,000* shares of Common Stock
issued and outstanding at August 1, 1996. See Item 5 herein.
________________________________________________________________________________
14) Type of Reporting Person IN
________________________________________________________________________________
*All share figures have been adjusted to reflect a one-for-five reverse split of
the common stock effective September 10, 1996.
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ITEM 1. SECURITY AND ISSUES
This statement relates to shares of common stock, $.05 par value of Czech
Industries, Inc. ("Common Stock"), a Delaware corporation, having its principal
executive offices at 15245 Shady Grove Road, Suite 340, Rockville, Maryland
20850 (the "Company" or the "Issuer").
All share figures set forth herein reflect the one-for-five reverse split
of the Company's Common Stock which became effective on September 10, 1996.
ITEM. 2. IDENTITY AND BACKGROUND.
CORPORATE SECURITYHOLDER
(a) This statement is being filed by KHS Beteiligungs AG, an Austrian
corporation ("KHS"),
(b) The address of the principal executive office of KHS is Suduferstrasse
307, 9570 Ossiach, Austria.
(c) The principal business of KHS: KHS was formed to be a holding company
and has no operations.
(d) During the last five years, KHS has not been convicted in a criminal
proceeding.
(e) During the last five years, KHS has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and is not subject to a judgment, decree or final order
enjoining future violations of, prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
PERSONS CONTROLLING KHS BETEILIGUNGS AG
WOLFGANG M. KOSSNER
(a) This statement is being filed by Wolfgang M. Kossner, a director and
one of two principal shareholders of KHS.
(b) Mr. Kossner's business address is Schlickgasse 1, A-1090 Vienna,
Austria.
(c) Mr. Kossner's principal occupation is as executive vice president for
the Issuer. The principal address at which such employment is
conducted is Schlickgasse 1, A-1090 Vienna, Austria. In connection
with the transactions described in this
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Schedule 13D, Mr. Kossner was a founder and one of three principal shareholders
of Eastbrokers Beteiligungs AG. As a result of the Issuer's acquisition of
Eastbrokers, Mr. Kossner has been appointed to serve as a member of the board of
directors of the Issuer and has been named an executive vice president of the
Issuer.
(d) During the last five years, Mr. Kossner has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Kossner has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and is not subject to a judgment, decree or final order
enjoining future violations of prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Kossner is a citizen of Austria.
PETER SCHMID
(a) This statement is being filed by Peter Schmid, a shareholder of KHS.
(b) Mr. Schmid's business address is Schlickgasse 1, A-1090 Vienna,
Austria.
(c) Mr. Schmid's principal occupation is as president and chief operating
officer of the Issuer. The principal address at which such employment
is conducted is Schlickgasse 1, A-1090 Vienna, Austria. In connection
with the transactions described in this Schedule 13D, Mr. Schmid was a
founder and one of three principal shareholders of Eastbrokers
Beteiligungs AG. As a result of the Issuer's acquisition of
Eastbrokers, Mr. Schmid has been appointed to serve as a member of the
board of directors of the Issuer and has been named the president and
chief operating officer of the Issuer.
(d) During the last five years, Mr. Schmid has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Schmid has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and is not subject to a judgment, decree or final order
enjoining future violations of, prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Schmid is a citizen of Austria.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
418,825 shares of Common Stock of the Company which are the subject of this
Schedule 13D were acquired as a result of the acquisition of Eastbrokers
Beteiligungs AG ("Eastbrokers") by the Company pursuant to a certain Stock
Purchase Agreement dated June 14, 1996 (the "Agreement"). KHS exchanged its
shares of Eastbrokers for shares of the Company. The remaining 31,150 shares
were acquired as follows:
Date Amount Price Consideration
---------- ------------- ----- -------------
11 Sept 96 5,000 shares $6.00 Cash
11 Sept 96 5,000 shares $6.125 Cash
20 Sept 96 10,000 shares $5.375 Cash
07 Oct 96 11,150 shares $4.50 Cash
ITEM 4. PURPOSE OF THE TRANSACTION.
The 449,975 shares of Common Stock of the Company referenced herein were
acquired for investment purposes.
Pursuant to the Agreement, both Wolfgang M. Kossner and Peter Schmid may be
issued additional consideration for the sale of their shares of Eastbrokers.
Such additional consideration shall be issued in the event Eastbrokers earns Net
Profits, as defined in the Agreement, aggregating US $4 million or more (net of
any loss incurred for the fiscal year ending December 31, 1996) for the two
fiscal years ending December 31, 1998. Further, Messrs. Kossner and Schmid may
be issued additional shares of Common Stock of the Company depending upon the
net proceeds received from the possible future sale of the Hotel Fortuna a.s.
and the timing of such sale.
Pursuant to the Agreement, the Company also issued options ("Options") to
acquire 33,000 shares of Common Stock to each of Messrs. Kossner and Schmid. The
Options are non-qualified stock options. The exercise price of the Options is
$10.00. The Options may not be exercised until the expiration of six months
from the date of August 1, 1996, and the Options are no longer exercisable five
years from the date of August 1, 1996. The Options are subject to a number of
restrictions, including continued employment, and shall not be transferred other
than by will or by the laws of descent and distribution. The Options are
exercisable, during the grantee's lifetime, only by the grantee or by the legal
guardian or legal representative of the grantee. The Company has agreed to file
a Form S-8 Registration Statement under the Securities Act of 1933 (the "Act")
with respect to the shares of common stock subject to the Options. Any fees or
expenses arising out of or resulting from the filing of such registration
statement will be the responsibility of the Company. In the event such
registration statement cannot be filed or is not effective with respect to such
shares at the time the Options are exercised, the Company will require that any
offer and sale of such shares be exempt from the registration provisions of the
Act.
To the best knowledge of the undersigned, the board of directors is
considering selling
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its interest in the Hotel Fortuna a.s. at some time in the foreseeable future as
favorable market conditions prevail.
Pursuant to the Agreement, and effective August 1, 1996, the board of
directors was reduced from nine directors to eight with one seat remaining
temporarily vacant. Dr. Michael Sumichrast, Ph.D., Martin A. Sumichrast, Petr
Bednarik, Randall F. Greene and Peter Schmid are continuing as directors of the
Company and August A. de Roode and Wolfgang Kossner have joined the board.
Messrs. Kossner, de Roode and Schmid have the right to designate the individual
to fill the vacant seat on the board. Dr. Michael Sumichrast will remain as
Chairman of the Board, August A. de Roode has become the Chief Executive
Officer, Peter Schmid has become the President, Martin A. Sumichrast will remain
as the Chief Financial Officer and an Executive Vice President and Wolfgang M.
Kossner has become an Executive Vice President.
Pursuant to the Agreement, the Company amended its Bylaws to require the
affirmative vote of sixty-six and two thirds percent of the directors to act
upon certain Material Events, as such term is defined in the Bylaws. The Company
also amended its Bylaws to provide directors five days notice of regular and
special meetings, and to provide further clarification of quorum requirements
and procedure to follow in the case of a deadlock vote of the directors. The
amendments are described in further detail in the Company's Current Report on
Form 8-K dated August 1, 1996.
The business of the Company, at the parent level, is to operate income
generating businesses located in Eastern and Central Europe. The business of
Eastbrokers' subsidiaries is to provide investment banking and brokerage
services to Eastern and Central European clients and, to a lesser extent, US
clients. The business of the Company's subsidiary, the Hotel Fortuna a.s., is to
manage the Hotel Fortuna.
The Company reported that it has been advised by the NASDAQ Stock Market,
Inc. that in NASDAQ's view, the Company's acquisition of Eastbrokers has
resulted in a change of control of the Company. Based upon this, NASDAQ has
indicated that, in order to maintain its listing, the Company must meet all of
the criteria for initial listing on the SmallCap Market System. The Company
believes that the acquisition of Eastbrokers does not trigger the need to meet
initial listing requirements and intends to request a hearing before the NASDAQ
Listing Qualifications Committee ("Committee"). This hearing took place on
August 29, 1996 and the Company has been advised by NASDAQ that, although the
Committee determined that the Company needed to meet the initial listing
criteria in order to maintain its listing, the Committee has granted a temporary
exception to these criteria as to enable the Company to implement a one-for-five
reverse split. On September 10, 1996, the Company held a special meeting of
stockholders at which the reverse split was approved. Under the terms of the
temporary exception, the Company needed to maintain a bid price of $3.00 or more
during the 10 trading days commencing September 11, 1996. By letter dated
September 30, 1996, NASDAQ advised the Company that it has complied with all
requirements necessary for continued listing on the NASDAQ SmallCap Market.
8
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The foregoing only purport to be summaries of certain portions of the
Agreement and related documents and of the potential present plans or proposals
of the Company. Reference is made to the copy of the Agreement and such related
documents for the full terms and conditions thereof and to the Company's Current
Report on Form 8-K dated August 1, 1996.
While the Reporting Persons (and their affiliates) have no present plans or
proposals which relate to or would result in the acquisition or disposition by
any person of securities of the Issuer, the investments in the Issuer by the
Reporting Persons (and their affiliates) will be periodically reviewed and at
any time the amount of such investments may be increased, through open market
purchases or otherwise, or decreased. Except as set forth in this Item and as
may otherwise be set forth in this Schedule 13D, the reporting Persons (and
their affiliates) do not at the present time have any plans or proposals which
relate to or would result in:
(1) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(2) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(3) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(4) 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;
(5) Any material change in the present capitalization or dividend policy
of the Issuer;
(6) Any other material change in the Issuer's business or corporate
structure;
(7) Changes in the Issuer's Certificate of Incorporation, by-laws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(8) Causing a class of securities of the Issuer to be delisted 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;
(9) 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
(10) Any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
KHS BETEILIGUNGS AG
As of the date hereof, KHS is the record and beneficial owner of 249,975
shares of Common Stock of the Company, over which it has sole voting power and
sole power to dispose. KHS is also the beneficial owner of 200,000 shares of
common stock which are owned by Karntner Landes und Hypothekenbank AG (the
"Bank") as nominee for KHS. Collectively said shares represent 15.7% of the
issued and outstanding shares of such Common Stock of the Company, based on
2,871,000 shares issued and outstanding at August 1, 1996 (as adjusted for the
reverse split).
WOLFGANG M. KOSSNER
As of the date hereof Wolfgang M. Kossner, as a director and shareholder of
KHS Beteiligungs AG, is the indirect beneficial owner of 449,975 shares of
Common Stock of the Company over which he has shared power (shared with Peter
Schmid) to direct the vote and shared power to dispose of such shares. Said
449,975 shares represent 15.7% of the issued and outstanding shares of Common
Stock of the Company, based on 2,871,000 shares issued and outstanding at August
1, 1996 (as adjusted for the reverse split). Mr. Kossner is a director of the
Central and Eastern Europe Fund (the "Fund"), which owns 32,500 shares of the
Company's Common Stock. These shares are not included in the 449,975 shares
reported as owned by KHS Beteiligungs AG. The reference to these shares should
not be deemed as an admission that Mr. Kossner is the beneficial owner of the
shares owned by the Fund for purposes of section 13(d) or 13(g) of the
Securities Exchange Act of 1934.
PETER SCHMID
As of the date hereof, Peter Schmid, as a shareholder of KHS Beteiligungs
AG, is the indirect beneficial owner of 449,975 shares of Common Stock of the
Company over which he has shared power (shared with Wolfgang M. Kossner) to
direct the vote and shared power to dispose of such shares. Said 449,975 shares
represent 15.7% of the issued and outstanding shares of Common Stock of the
Company, based on 2,871,000 shares issued and outstanding at August 1, 1996 (as
adjusted for the reverse split). The 449,975 shares reported as owned by KHS do
not include 33,209 shares owned by Mr. Schmid through WMP Borsenmakler AG
("WMP") which became an indirect subsidiary of the Company on August 1, 1996 by
reason of the Company's acquisition of Eastbrokers. The reference to these
shares should not be deemed as an admission that Mr. Schmid is the beneficial
owner of the shares owned by WMP for purposes of section 13(d) or 13(g) of the
Securities Exchange Act of 1934.
(c) Other than the transactions described herein, none of the Reporting
Persons has effected any transaction in the securities of the Company during the
past sixty (60) days.
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(d) Wolfgang M. Kossner and Peter Schmid, the principal stockholders of
KHS, have the right to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of the securities of the Company held by KHS and
held by the Bank as nominee for KHS.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Agreement, Messrs. Kossner and Schmid have agreed that for
the three year period following the closing of the transaction, they will vote
their shares, or any shares over which each has direct or indirect voting
control, in favor of any recommendation of the board of directors relating to
certain material events. Also, in respect of any vacancy created by the
resignation, removal or expiration of term of Dr. Michael Sumichrast, Martin A.
Sumichrast, Randall F. Greene and Ing. Petr Bednarik or any successor to such
persons, Messrs. Kossner and Schmid will vote their shares, or any shares over
which each has direct or indirect voting control, in favor of the person
designated by the majority of the above mentioned directors.
Pursuant to an Employment Agreement dated August 1, 1996, and effective as
of such date, the Company has agreed to employ Messrs. Kossner and Schmid, and
each has agreed to serve, as Executive Vice President and President,
respectively, of the Company. The employment agreements will expire on August 1,
1999, and will have an additional three-year renewal option following the
expiration date, unless contrary notice is given by either party. The annual
salaries under the employment agreements are $120,000. The salaries will be paid
by a subsidiary of the Company and guaranteed by the Company. The salaries may
be increased to reflect annual cost of living increases and may be supplemented
by discretionary merit and performance increases as determined by a compensation
committee, except that during the first three years following August 1, 1996 the
salaries may not exceed $150,000 without the approval of the Board of Directors
of the Company. Under the employment agreements Messrs. Kossner and Schmid will
be eligible to receive an annual bonus of $30,000, which will not be subject to
any performance criteria. The agreements provide, among other things, for
participation in an equitable manner in any discretionary bonuses or any
profit-sharing or retirement plan for employees or executives and for
participation in other employee benefits applicable to employees and executives
of the Company. The Agreement further provides for the use of an automobile and
other fringe benefits commensurate with their duties and responsibilities. The
Agreement also provides for benefits in the event of disability.
Pursuant to Restrictive Covenants executed by Wolfgang M. Kossner and Peter
Schmid and dated August 1, 1996, Messrs. Kossner and Schmid have each agreed,
for the longer of three years following August 1, 1996 or for one year following
the date of his termination of employment with the Company, not to (i) persuade
or attempt to persuade any customer, or any potential customer, of the Company
to cease doing business with or not to hire the Company, (ii) solicit for
himself, or any other person other than the Company, the business of any company
which is a customer of the Company or which was its customer during the six
months prior to
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termination, or (iii) persuade or attempt to persuade any employee of the
Company to leave the Company's employ or to become employed by any person other
than the Company. Further, Messrs. Kossner and Schmid have agreed (providing
certain exceptions) for a period of six months following the termination of
employment, (i) not to perform any services for any person other than the
Company (a) in connection with investment banking or brokerage businesses in any
nation in which the Company presently conducts business, (b) in connection with
any business which was conducted by the Company within one year prior to
termination, or (ii) participate in any business opportunity that falls within
the scope of business conducted by the Company, without first offering the
opportunity to the Company. Messrs. Kossner and Schmid have also agreed to keep
confidential any information (providing certain exceptions) of the Company for
the longer of three years from August 1, 1996 or one year following the date of
termination of employment.
Except as set forth in this Item and in Item 4 of this Schedule 13D, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise, except the contractual and legal relationships inherent in the
relationships between or among KHS, Mr. Kossner and Mr. Schmid as a result of
their positions as executive officers, directors, and principal stockholders of
KHS) between or among the undersigned or any of them, or between or among the
undersigned and any other person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any such securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
None of the shares of Common Stock reported herein as beneficially owned by the
undersigned are pledged or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Document
------- --------
1 Stock Purchase Agreement dated June 14, 1996 between the
Company and Eastbrokers Beteiligungs AG and Exhibits A - J
is incorporated by reference from the Company's Current
Report on Form 8-K dated August 1, 1996.
2 Employment Agreement dated August 1, 1996 between the
Company and Wolfgang M. Kossner, the form of such Employment
Agreement is incorporated by reference from the Company's
Current Report on Form 8-K dated August 1, 1996.
3 Employment Agreement dated August 1, 1996 between the
Company and Peter Schmid, the form of such Employment
Agreement is incorporated by reference from the Company's
Current Report on Form 8-K dated August 1, 1996.
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4 Stock Option Agreement dated August 1, 1996 between the
Company and Wolfgang M. Kossner, the form of such Stock
Option Agreement is incorporated by reference from the
Company's Current Report on Form 8-K dated August 1, 1996.
5 Stock Option Agreement dated August 1, 1996 between the
Company and Peter Schmid, the form of such Stock Option
Agreement is incorporated by reference from the Company's
Current Report on Form 8-K dated August 1, 1996.
6 Restrictive Covenant of Wolfgang M. Kossner dated August 1,
1996, the form of such Restrictive Covenant is incorporated
by reference from the Company's Quarterly Report on Form
10-QSB for the quarter ended June 30, 1996.
7 Restrictive Covenant of Peter Schmid dated August 1, 1996,
the form of such Restrictive Covenant in Incorporated by
reference from the Company's Quarterly Report on Form 10-QSB
for the quarter ended June 30, 1996.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and behalf of the
undersigned, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: October 9, 1996 KHS BETEILIGUNGS AG
By: WOLFGANG M. KOSSNER
----------------------------------------
Name: Wolfgang M. Kossner
Title: Director
By: PETER SCHMID
-----------------------------------
Name: Peter Schmid
Title: Shareholder
WOLFGANG M. KOSSNER
----------------------------------------
Wolfgang M. Kossner
PETER SCHMID
------------------------------------
Peter Schmid
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EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
1 Stock Purchase Agreement dated June 14, 1996 between the Company
and Eastbrokers Beteiligungs AG and Exhibits A - J is incorporated
by reference from the Company's Current Report on Form 8-K dated
August 1, 1996.
2 Employment Agreement dated August 1, 1996 between the Company and
Wolfgang M. Kossner, the form of such Employment Agreement is
incorporated by reference from the Company's Current Report on
Form 8-K dated August 1, 1996.
3 Employment Agreement dated August 1, 1996 between the Company and
Peter Schmid, the form of such Employment Agreement is
incorporated by reference from the Company's Current Report on
Form 8-K dated August 1, 1996.
4 Stock Option Agreement dated August 1, 1996 between the Company
and Wolfgang M. Kossner, the form of such Stock Option Agreement
is incorporated by reference from the Company's Current Report on
Form 8-K dated August 1, 1996.
5 Stock Option Agreement dated August 1, 1996 between the Company
and Peter Schmid, the form of such Stock Option Agreement is
incorporated by reference from the Company's Current Report on
Form 8-K dated August 1, 1996.
6 Restrictive Covenant of Wolfgang M. Kossner dated August 1, 1996,
the form of such Restrictive Covenant is incorporated by
reference from the Company's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 1996.
7 Restrictive Covenant of Peter Schmid dated August 1, 1996, the
form of such Restrictive Covenant is incorporated by reference
from the Company's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1996.
15
