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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EASTBROKERS INTERNATIONAL INCORPORATED
(formerly known as Czech Industries, Inc.)
(Name of Issuer)
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
276052 10 7
(CUSIP Number)
August de Roode
Turkenstr, 25/26
1090 Vienna, Austria
43-1-319 67 32
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 5, 1997
(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. 276052 10 7
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1) Name of Reporting Person: VCH Vermogensverwaltung und Holding
Ges.m.b.H.
S.S. or I.R.S. Identification No. of Above Person: Not applicable
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2) Check the Appropriate Box if a Member of a Group (a)[ ]
(b)[ ]
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3) SEC Use Only
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4) Source of Funds OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)[ ]
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6) Citizenship or Place of Organization: Austria
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7) Sole Voting Power: 1,500
Number of
Shares -----------------------------------------------------------
Beneficially 8) Shared Voting Power:
Owned by
Each -----------------------------------------------------------
Reporting 9) Sole Dispositive Power: 1,500
Person
With -----------------------------------------------------------
10) Shared Dispositive Power:
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
21,500 shares of Common Stock
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
.8% of Common Stock, based on 2,826,000 shares of Common
Stock issued and outstanding at February 1, 1997. See Item 5
herein.
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14) Type of Reporting Person CO
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CUSIP No. 276052 10 7
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1) Name of Reporting Person: August Andre de Roode
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
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)[ ]
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6) Citizenship or Place of Organization: Austria
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7) Sole Voting Power: 20,000
Number of
Shares -----------------------------------------------------------
Beneficially 8) Shared Voting Power:
Owned by
Each -----------------------------------------------------------
Reporting 9) Sole Dispositive Power: 20,000
Person
With -----------------------------------------------------------
10) Shared Dispositive Power:
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
21,500 shares of Common Stock
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
.8% of Common Stock, based on 2,826,000 shares of Common
Stock issued and outstanding at February 7, 1997. See Item 5
herein.
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14) Type of Reporting Person IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, $.05 par value of
Eastbrokers International Incorporated, formerly known as 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").
ITEM. 2. IDENTITY AND BACKGROUND.
Corporate Securityholder
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(a) This statement is being filed by VCH Vermogensverwaltung und
Holding Ges.m.b.H., an Austrian corporation ("VCH"),
(b) The address of the principal executive office of VCH is
Turkenstrasse 25/26, 1090 Vienna, Austria.
(c) The principal business of VCH: VCH was formed to be a
holding company and has no operations.
(d) During the last five years, VCH has not been convicted in a
criminal proceeding.
(e) During the last five years, VCH 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.
Executive Officers and Directors of, and Persons Controlling, VCH and August
- ----------------------------------------------------------------------------
Andre De Roode, Individually
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August Andre de Roode
---------------------
(a) This statement is being filed by August Andre de Roode, a
director and the principal shareholder of VCH, and by August
Andre de Roode, individually.
(b) Mr. de Roode's address is Turkenstr, 25/26 1090 Vienna,
Austria.
(c) Mr. de Roode was the Chief Executive Officer for the Issuer
until his resignation which became effective on March 15,
1997.
(d) During the last five years, Mr. de Roode has not been
convicted in a criminal pro-
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ceeding.
(e) During the last five years, Mr. de Roode 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. de Roode is a citizen of The Netherlands.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 190,000 shares of Common Stock of the Company which are the
subject of this Amendment No. 1 to Schedule 13D were disposed of as follows:
Date Amount Price Consideration
---- ------ ----- -------------
March 5, 1997 120,000 $9.94 Cash
March 5, 1997 70,000 $8.54 Cash
ITEM 4. PURPOSE OF THE TRANSACTION.
The 190,000 shares of Common Stock of the Company referenced herein
were disposed of in connection with Mr. de Roode's resignation from the Board
of Directors of the Company, which became effective on March 15, 1997.
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;
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(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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
VCH Vermogensverwaltung und Holding Ges.m.b.H.
As of the date hereof, VCH is the record and beneficial owner of
1,500 shares of Common Stock of the Company, over which it has sole voting
power and sole power to dispose. Said shares represent .05% of the issued and
outstanding shares of such Common Stock of the Company, based on 2,826,000
shares issued and outstanding at February 1, 1997.
August Andre de Roode
As of the date hereof, August Andre de Roode, as a director and the
principal shareholder of VCH, is the indirect beneficial owner of 1,500 shares
of Common Stock of the Company, over which he has sole voting power and sole
power to dispose. Said shares represent .05% of the issued and outstanding
shares of such Common Stock of the Company, based on 2,826,000 shares issued
and outstanding at February 1, 1997. August Andre de Roode, individually, is
the record and beneficial owner of 20,000 shares of Common Stock of the
Company, over which he has sole voting power and sole power to dispose. Said
shares represent .7% of the issued and outstanding shares of such Common Stock
of the Company, based on 2,826,000 shares issued and outstanding at February
1, 1997. Collectively, Mr. de Roode has the sole power to direct the vote and
sole
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power to dispose of 21,500 or .76% of the shares of Common Stock of the
Company.
(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.
(d) August Andre de Roode, the principal stockholder of VCH,
has 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 VCH.
Mr. de Roode, individually, has the right to receive and the power to direct
the receipt of dividends from, or proceeds for the sale of, the securities of
the Company held in his name.
(e) On March 5, 1997, August Andre de Roode ceased to be the
beneficial owner of more than five percent of the class of securities.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Letter of Agreement dated March 10, 1997 between
August A. de Roode and Eastbrokers International Incorporated (the "Company"),
Mr. de Roode may assign options to acquire 34,000 (post-split) shares of the
Company's Common Stock at $10.00 per share. See Exhibit 1.0.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Document
1.0 Letter of Agreement, dated March 10, 1997
between August A. de Roode and Eastbrokers
International Incorporated.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: March 26, 1997 VCH VERMOGENSVERWALTUNG UND
HOLDING GES.M.B.H.
By: /s/ August Andre de Roode
-------------------------------
Name: August Andre de Roode
Title: Director
/s/ August Andre de Roode
-------------------------------
August Andre de Roode
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EXHIBIT INDEX
Exhibit Description
1.0 Letter of Agreement, dated March 10, 1997
between August A. de Roode and Eastbrokers
International Incorporated.
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Eastbrokers International Incorporated
15245 Shady Grove Road, Suite 340
Rockville, Maryland 20850
Phone (+301) 527-1110 Fax (+301) 527-1112
email: [email protected]
March 10, 1997
August A. de Roode
Eastbrokers Beteiligungs A.G.
Schlickgasse 1
1090 Vienna
Austria
Dear Gus:
This letter agreement (this "Agreement") will confirm our agreement relating
to the matters covered herein.
1. You hereby resign, effective March 15, 1997 (the "Effective Date"), as an
officer and director of Eastbrokers International Incorporated, a Delaware
corporation (the "Company"), and all of the Company's subsidiaries.
2. The Employment Agreement dated as of August 1, 1996 (the "Employment
Agreement") between the Company and you will be terminated as of the Effective
Date and, except as expressly set forth herein, shall be of no further force
or effect after such date. The Company shall be obligated under the Employment
Agreement to pay all accrued but unpaid salary and benefits earned by you as
of the Effective Date. No bonus compensation shall be payable under the
Employment Agreement. Upon the making of these payments to you, the Company
shall have no further obligation to you under the Employment Agreement.
3. The Restrictive Covenant dated August 1, 1996 in favor of the Company
whereby you agreed to refrain from taking certain actions shall continue in
full force and effect except that the provisions of Paragraph 2 thereof shall
no longer apply.
4. Notwithstanding the terms of the Stock Option Agreement dated as of
August 1, 1996 (the "Stock Option Agreement") relating to options to acquire
170,000 shares of the Company's common stock at $2.00 per share (34,000 shares
at $10.00 per share on a post-split basis), said options shall not terminate by
reason of your employment by the Company, but shall be assignable by you to
the purchaser of your shares of the Company's common stock or its designee
provided, however, that such assignee is an employee or director of the
Company at the time of such assignment. Such assignee's right to exercise the
options granted under the Stock Option Agreement shall terminate at such time
as such assignee ceases to be an employee or director of the Company.
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5. The Company releases you as of the Effective Date from any obligations
under the Unconditional Guaranty dated as of June 14, 1996 of obligations of
Eastbrokers Beteiligungs AG ("AG") under that certain Loan Agreement of even
date between the Company and AG.
6. The Company releases you as of the Effective Date from any obligations
under Section 10.2(a) of the Stock Purchase Agreement dated as of June 14,
1996 (the "Stock Purchase Agreement"); provided, however, that the foregoing
shall not relieve you of any obligation under said Section 10.2(a) insofar as
it relates to the indemnity obligations arising under Section 4.3 of the Stock
Purchase Agreement and relates to the shares of AG sold by you to the Company
under said Agreement. You, in turn, release the Company from any obligations
under Section 10.2(b) of the Stock Purchase Agreement and agree that no
additional shares of the Company's stock shall be issuable to you or your
successors or assigns by reason of Section 2.4 of the Stock Purchase
Agreement. Any shares which may hereafter be issuable to you under Section 2.3
of the Stock Purchase Agreement shall be issued to your assignee which shall
be the purchaser of your shares of the Company's common stock or its designee.
You agree to provide the Company with evidence reasonably satisfactory to it
of such assignment.
7. The Company agrees to indemnify you to the maximum extent permissible by
law in the event that you are or are threatened to be made a party to any
action by reason of the fact that you were a director, officer, employee or
agent of the Company or any of its subsidiaries or were serving at the request
of the Company as a director, officer, employee or agent of another entity
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by you.
8. In consideration of the covenants and agreements contained herein, the
Company and its subsidiaries hereby release and forever discharge you and you
hereby release and forever discharge the Company and its subsidiaries
(including, without limitation, the shareholders, officers and directors of
the Company) from any and all claims, causes of action and liabilities of any
kind, whether known or unknown, whether legal or equitable, arising out of or
in connection with your employment with the Company and/or any of its
subsidiaries and/or your service as a director or officer of the Company
and/or any of its subsidiaries; provided, however, that the foregoing release
shall not release (a) either party from any obligations under or expressly
contemplated by this Agreement; or (b) you from any liabilities in connection
with the foregoing arising out of any conduct engaged by you involving (i)
fraud; (ii) the commission of a felony crime; or (iii) willful or grossly
negligent conduct which is demonstrably and materially injurious to the
Company and/or any of its subsidiaries. For the purposes hereof, conduct which
you reasonably believe to be in the best interests of the Company shall not be
deemed "willful."
It is hereby acknowledged by both parties that the foregoing contains the
entire agreement of the parties relating to the subject matter hereof and
supersedes any prior written or verbal agreements or understandings relating
to such subject matter. This agreement cannot be modified or terminated
verbally, but only by a writing signed by the party sought to be charged.
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If the foregoing correctly sets forth the agreement between you and the
Company, please sign this letter agreement in the space provided and return it
to the undersigned thereby making this a binding agreement to be governed by
the laws of the State of New York without reference to its conflicts of laws
provisions.
Very truly yours,
EASTBROKERS INTERNATIONAL INCORPORATED
By /s/ Martin A. Sumichrast
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Martin A. Sumichrast
Executive Vice President, Secretary
Accepted and Agreed to as of the
15th day of March, 1997
/s/ August A. deRoode
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August A. deRoode
