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As filed with the Securities and Exchange Commission on April 25, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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EASTBROKERS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
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DELAWARE 52-1807562
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15245 SHADY GROVE ROAD, 20850
SUITE 340 (Zip Code)
ROCKVILLE, MARYLAND
(Address of principal executive offices)
1996 STOCK OPTION PLAN
(Full title of the plan)
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MARTIN A. SUMICHRAST
VICE CHAIRMAN AND SECRETARY
EASTBROKERS INTERNATIONAL INCORPORATED
15245 SHADY GROVE ROAD, SUITE 340
ROCKVILLE, MARYLAND 20850
(Name and address of agent for service)
(301) 527-1110
(Telephone number, including area code, of agent for service)
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COPY TO:
FREDERICK W. LONDON, ESQ.
GOULD & WILKIE
ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005-1401
(212) 344-5680
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Amount to Proposed maximum Proposed maximum
Title of securities to be be registered offering price per aggregate offering Amount of
registered unit(1) price(1) registration fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05
par value 400,000(2) $5.875 $2,350,000 $712.12
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</TABLE>
(1) Estimated, in accordance with Rule 457(c) and (h) under the Securities
Act of 1933, solely for the purpose of calculating the registration fee,
based on the closing bid and asked prices of the Common Stock of
Registrant on April 23, 1997.
(2) Pursuant to Rule 416 under the Securities Act of 1933, there are also
registered hereunder such additional Common Shares as may become
issuable under the 1996 Stock Option Plan through the operation of
applicable anti-dilution provisions.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information concerning the 1996 Stock
Option Plan (the "Plan") of Eastbrokers International Incorporated (the
"Registrant") specified in Part I of the instructions to Registration
Statement on Form S-8 have been or will be sent or given to the participants
in the Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933
(the "Securities Act"). In accordance with the Note to Part I of the
instructions to Registration Statement on Form S-8, such documents are not
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Eastbrokers International Incorporated (the
"Registrant") which have been filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 ("Exchange Act")
(File No. 0-26202) are incorporated by reference into the Registration
Statement.
(a) the Annual Report on Form 10-KSB dated June 28, 1996, as amended
by Form 10- KSB/A No. 1 dated August 27, 1996 (the Annual Report on Form
10-KSB as amended is hereinafter referred to as the "1996 10-KSB"). The
1996 10-KSB includes audited financial statements for the three month
period ended March 31, 1996 and the related management's discussion and
analysis of financial condition and results of operations.
(b) Quarterly Reports on Form 10-QSB dated August 14, 1996, November
14, 1996 and February 13, 1997 which include unaudited financial
statements for the three month period ended June 30, 1996, the six month
period ended September 30, 1996, and the nine month period ended December
31, 1996, respectively.
(c) Current Reports on Form 8-K dated (i) April 22, 1996, as amended
by Form 8-K/A No. 1 filed on May 16, 1996, (ii) May 13, 1996 and (iii)
August 1, 1996.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof shall be deemed
to be incorporated by reference and a part of this Registration Statement from
the date of filing of such documents.
Also incorporated by reference into the Registration Statement is the
description of the Registrant's Common Stock contained in its Registration
Statement on Form S-1 No. 33-89544, as amended.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of
the State of Delaware, under the law of which the Registrant is incorporated,
which provides for indemnification of directors and officers under certain
circumstances. Provisions for indemnification of directors and officers of the
Registrant are also contained in the Registrant's Certificate of
Incorporation, as amended, and its By-Laws. The Registrant also maintains
directors and officers liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit No.* Description
- ------------ -----------
4.1 -- Certificate of Incorporation, as amended, incorporated by
reference to Registrant's Form 10-QSB for the nine month
period ended December 31, 1996.
4.2 -- By-Laws of the Registrant, incorporated by reference to
Registrant's Form 10-QSB for the three month period ended
March 31, 1995.
4.3 -- Amendment to By-Laws of the Registrant, incorporated by
reference to Registrant's Form 10-QSB for the three month
period ended June 30, 1996.
5.0 -- Opinion of Gould & Wilkie as to the legality of the
securities being registered.
23.1 -- Consent of Gould & Wilkie (contained in Exhibit 5.0).
23.2 -- Consent of Pannell Kerr Forster, P.C.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of
- --------
* Exhibit No. as designated by Item 601 of Regulation S-K.
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distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference into the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bone fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to under Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Rockville, Maryland, on April 23, 1997.
EASTBROKERS INTERNATIONAL INCORPORATED
By: /s/ PETER SCHMID
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Peter Schmid
Chairman of the Board,
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ PETER SCHMID Chairman of the Board, April 23, 1997
- ----------------------------- Chief Executive Officer,
Peter Schmid President and Director
(Principal Executive
Officer)
/s/ KEVIN D. MCNEIL Vice President and April 23, 1997
- ----------------------------- Treasurer
Kevin D. McNeil (Principal Financial Officer
and Principal Accounting
Officer)
/s/ MARTIN A. SUMICHRAST Vice Chairman of the Board, April 23, 1997
- ----------------------------- Secretary and Director
Martin A. Sumichrast
/s/ MICHAEL SUMICHRAST, Ph.D. Director April 23, 1997
- -----------------------------
Michael Sumichrast, Ph.D.
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Signature Title Date
--------- ----- ----
Director
- -----------------------------
Petr Bednarik, Ing.
/s/ RANDALL F. GREENE Director April 23, 1997
- -----------------------------
Randall F. Greene
/s/ WOLFGANG KOSSNER Director April 23, 1997
- -----------------------------
Wolfgang Kossner
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 -- Certificate of Incorporation, as amended, incorporated by
reference to Registrant's Form 10-QSB for the nine month
period ended December 31, 1996.
4.2 -- By-Laws of the Registrant, incorporated by reference to
Registrant's Form 10-QSB for the three month period ended
March 31, 1995.
4.3 -- Amendment to By-Laws of the Registrant, incorporated by
reference to Registrant's Form 10-QSB for the three month
period ended June 30, 1996.
5.0 -- Opinion of Gould & Wilkie as to the legality of the
securities being registered.
23.1 -- Consent of Gould & Wilkie (contained in Exhibit 5.0).
23.2 -- Consent of Pannell Kerr Forster, P.C.
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EXHIBIT 5.0
April 25, 1997
Eastbrokers International Incorporated
15245 Shady Grove Road
Suite 340
Rockville, Maryland 20850
Re: Eastbrokers International Incorporated
Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to Eastbrokers International Incorporated, a
Delaware corporation (the "Company"), and have represented the Company in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act") with respect to the offer and sale of 400,000 shares of common stock
of the Company, par value $.05 per share (the "Shares") pursuant to the 1996
Stock Option Plan.
We have acted as securities counsel for the Company in connection
with the transaction which is the subject matter of the Registration Statement
and are familiar with the various corporate proceedings related thereto. In
rendering this opinion, we have examined a copy of the Plan, the Registration
Statement, such corporate records of the Company and such other instruments,
documents and certificates as we have deemed necessary as a basis for our
opinion. For purposes of this opinion, we have assumed (i) the accuracy and
completeness of all information supplied by the Company, its officers,
directors, or agents, (ii) that the transactions set forth in the Registration
Statement are consummated as set forth therein, (iii) that the Commission
shall have issued an order under the Securities Act of 1933, as amended,
declaring the Registration Statement effective, and (iv) that all requisite
authorizations, approvals, consents or exemptions under the securities laws of
the various states and other jurisdictions of the United States of America
shall have been obtained.
Based on the foregoing, we are of the opinion that the Shares to be
sold in accordance with the Registration Statement are duly authorized and upon
issuance, delivery and sale thereof, for the consideration specified in the
Registration Statement, will be legally issued, fully paid and non-assessable.
<PAGE>
Eastbrokers International -2- April 25, 1997
Incorporated
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and as a part of, or an exhibit to, any document
which may be filed with respect to the proposed transactions under the
securities laws of the various states and other jurisdictions of the United
States of America. We also consent to be named in the Registration Statement
and in the Prospectus which constitutes a legal part thereof as the counsel
that will pass upon certain legal matters for the Company in connection with
the sale of the Company's securities.
Very truly yours,
GOULD & WILKIE
Enclosures
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EXHIBIT 23.2
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated May 15, 1996 on our audit of
the financial statements of Czech Industries, Inc., the company now known
as Eastbrokers International Incorporated (the "Company"), for the three
month period ended March 31, 1996, included in the Company's Annual
Report on Form 10-KSB dated June 28, 1996, as amended by Form 10-KSB/A No. 1
dated August 27, 1996.
PANNELL KERR FORSTER, P.C.
Alexandria, Virginia
April 24, 1997
