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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 1996
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CZECH INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-26202 521807562
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(State or other jurisdiction (Commission File Number.) (IRS Employer
of incorporation) Identification No.)
15245 Shady Grove Road, Suite 340, Rockville, MD 20850
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 527-1110
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This document contains four pages, including the signature page.
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On April 22, 1996, Czech Industries, Inc. (the "Company") signed a letter
of intent to acquire eighty percent of Eastbrokers Beteiligungs AG
("Eastbrokers"), a Vienna, Austria based investment banking and brokerage
firm. The Company intends to issue 5.4 million shares of its common stock as
consideration for the shares of Eastbrokers. The consideration is subject to
adjustment upon the earnings of certain net profit targets and upon the
receipt of certain net cash proceeds from the future sale of a substantial
Company owned asset. The shares to be issued will not be registered under the
Securities Act of 1933 (the "Act") and may not be offered or sold in the
United States absent registration under the Act of on applicable exemption
therefrom.
As soon as practicable, the Company intends to enter into a definitive
stock purchase agreement with the sellers of the shares of Eastbrokers, Peter
Schmid, August A. de Roode and Wolfgang Kossner (the "Sellers"). Upon closing
of the proposed transaction, the Company will have an authorized
capitalization of 50,000,000 shares of common stock of which 14,405,000 will
be issued and outstanding. The Sellers will control approximately 38% of the
Company's outstanding common stock.
The Company has agreed to give to Eastbrokers four seats on the Company's
board of directors. Peter Schmid, the current president of Eastbrokers and a
director of the Company, will become the president and remain as a director of
the Company. August A. de Roode, the current chief executive officer of
Eastbrokers, will become the chief executive officer and a director of the
Company. Wolfgang Kossner, the current managing director of Eastbrokers, will
become a director of the Company. The Sellers will have the right to
designate one additional person to serve as a member of the board of
directors. Accordingly, upon the closing, the board of directors of the
Company will consist of Dr. Michael Sumichrast, Ing. Petr Bednarik, Martin A.
Sumichrast, Randall F. Greene, the three Sellers and the designee of the
Sellers. The Company's By-Laws provide for not less than one director and not
more than nine directors.
Pursuant to the letter of intent, the Company intends to submit to the
shareholders the proposed transaction for their approval. Also to be
submitted is a proposal to amend the Certificate of Incorporation of the
Company whereby action taken on certain events shall require the affirmative
vote of sixty six and two thirds percent (66 2/3%) of the members of the
board of directors present at a meeting at which a quorum is present. Among
the events described in the proposed amendment are the nomination of a person
or persons to serve as a member of the board of directors of the Company and
the removal of any members of the board of directors of the Company. Also,
the Sellers have agreed to vote their shares in accordance with the
recommendations of the board of directors relating to the events described in
the proposed amendment for a period of three years from the date of the
closing.
Upon the closing of the proposed transaction, the Sellers, acting
together, will have a substantial influence on the business of the board of
directors and the election of the Company's board of directors, and therefore
substantial control of the direction of the affairs of the Company.
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The transaction is subject to, among other conditions, satisfactory
completion of a due diligence investigation and the approval and adoption of
the definitive stock purchase agreement by the Company's shareholders. There
can be no assurance that the transaction will be successfully completed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Czech Industries, Inc.
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(Registrant)
Date May 7, 1996 By: Martin A. Sumichrast
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(Signature)
Martin A. Sumichrast, Chief Financial Officer
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