<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 2
Amending Item Number 7*
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 1996
--------------
EASTBROKERS INTERNATIONAL INCORPORATED
----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-26202 52-1807562
---------- --------- ------------
(State or other jurisdiction (Commission File Number.) (IRS Employer
of incorporation) Identification No.)
15245 Shady Grove Road, Suite 340, Rockville, MD 20850
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 527-1110
----------------
CZECH INDUSTRIES, INC.
(Former name, if changed since last report)
* The 8-K dated August 1, 1996 is being amended to include the revised
Reports of Independent Public Accountants and the revised Report of other
auditors as referenced in the Report of Independent Auditors.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The financial statements being filed with this Report are as follows:
(1) Czech Industries, Inc. Pro Forma Condensed Financial Statements
For the Year Ended December 31, 1995 and the Three Months Ended March 31,
1996; (a)
(2) Eastbrokers Beteiligungs Aktiengesellschaft For the Years Ended
December 31, 1994 (unaudited) and 1995 and the Three Months Ended March 31,
1996; except for revised Pannell Kerr Forster PC reports which are included
as exhibit 99.2; and (a)
(3) WMP Borsenmakler Aktiengesellschaft for the Years Ended December
31, 1994 and 1995 (unaudited) and the Three Months Ended March 31, 1996
(unaudited). (a)
(b) Exhibits required by Item 601 of Regulation S-B.
Exhibit No. Exhibit
- ------------ -------
(2) Stock Purchase Agreement dated as of June 14, 1996 and
Exhibits A through J, incorporated by reference to the
Registrant's Form 8-K dated August 1, 1996. (a)
(23) Consent of Heritage Capital Corp. dated August 4, 1997. (a)
(24.1) Powers of Attorney, granted by Peter Schmid, Chairman,
President and Chief Executive Officer of the Company, on
behalf of the Company, and by Peter Schmid, Michael Sumichrast
Ph.D. and Wolfgang Kossner, individually, appointing Martin A.
Sumichrast and Kevin D. McNeil as attorneys-in-fact,
incorporated by reference to Registrant's Form 10-KSB for the
fiscal year ended March 31, 1997.
(99.1) Opinion of Heritage Capital Corp. (a)
(99.2) Reports of Pannell Kerr Forster PC
(99.3) Report of Deloitte & Touche Danubia Treuhand Gmbh
- ------------
(a) Previously filed.
- 2 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned hereunto duly authorized.
EASTBROKERS INTERNATIONAL INCORPORATED
------------------------------------------
(Registrant)
Date October 16, 1997 By: /s/ Peter Schmid*
-------------------------- --------------------------------------
(Signature)
Peter Schmid
Chairman, President, Chief Executive Officer
and Director
* By Martin A. Sumichrast and Kevin D. McNeil as attorneys-in fact.
- 3 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- --------- ------
(2) Stock Purchase Agreement dated as of June 14,
1996 and Exhibits A through J, incorporated by
reference to the Registrant's Form 8-K dated
August 1, 1996. (a)
(23) Consent of Heritage Capital Corp. dated August 4, 1997. (a)
(24.1) Powers of Attorney, granted by Peter Schmid, Chairman,
President and Chief Executive Officer of the Company, on
behalf of the Company, and by Peter Schmid, Michael Sumichrast
Ph.D. and Wolfgang Kossner, individually, appointing Martin A.
Sumichrast and Kevin D. McNeil as attorneys-in-fact,
incorporated by reference to Registrant's Form 10-KSB for the
fiscal year ended March 31, 1997.
(99.1) Opinion of Heritage Capital Corp. (a)
(99.2) Reports of Pannell Kerr Forster PC 5
(99.3) Report of Deloitte & Touche Danubia Treuhand GmbH 7
- ------------
(a) Previously filed.
- 4 -
<PAGE>
EXHIBIT NO. 99.2
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
Eastbrokers Beteiligungs Aktiengesellschaft
We have audited the consolidated statement of financial condition of Eastbrokers
Beteiligungs Aktiengesellschaft, as of December 31, 1995, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit. We did not audit the financial
statements of the stand alone parent company which statements reflect total
assets, net of eliminating entries, of $11,312,765 as of December 31, 1995 and
total revenues, net of eliminating entries, of $2,251,136 for the year then
ended. Those statements were audited by Deloitte & Touche Danubia Treuhand GmbH
whose report has been furnished to us, and our opinion, insofar as it relates to
the amounts included for the parent company, is based solely on the report of
Deloitte & Touche Danubia Treuhand GmbH.
We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supoorting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the report of other auditors provides a reasonable
basis for our opinion.
As a part of our audit of the consolidated financial statements described above,
we audited the conversion of the financial statements of the stand alone parent
company from Austrian generally accepted accounting principles to U.S. generally
accepted accounting principles.
In our opinion, based upon our audit and the report of Deloitte & Touche Danubia
Treuhand GmbH, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Eastbrokers
Beteiligungs Aktiengesellschaft as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with U.S.
generally accepted accounting principles.
/s/ Pannell Kerr Forster PC
September 22, 1997
- 5 -
<PAGE>
EXHIBIT NO. 99.2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Eastbrokers Beteiligungs Aktiengesellschaft
The consolidated statement of financial condition of Eastbrokers Beteiligungs
Aktiengesellschaft, as of December 31, 1994, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
year then ended has been prepared from the consolidated financial statements,
which are not presented separately herewith, of Eastbrokers Beteiligungs
Aktiengesellschaft presented in accordance with generally accepted accounting
principles in Austria, as described in Note 1. We have reviewed for compilation
only the consolidated financial statements, and, in our opinion, those
statements have been properly compiled from the amounts and notes of the
underlying financial statements of Eastbrokers Beteiligungs Aktiengesellschaft
and its subsidiaries, on the basis described in Note 1.
The financial statements for Eastbrokers Beteiligungs Aktiengesellschaft and its
subsidiaries, as of and for the year ended December 31, 1994, presented in
accordance with generally accepted accounting principles in Austria were audited
by other auditors. We have not been engaged to audit the consolidated financial
statements of Eastbrokers Beteiligungs Aktiengesellschaft in accordance with
generally accepted auditing standards and to render an opinion as to the fair
presentation of such consolidated financial statements in accordance with
generally accepted accounting principles in Austria.
The consolidated financial statements of Eastbrokers Beteiligungs
Aktiengesellschaft as of and for the year ended December 31, 1994, in accordance
with generally accepted accounting principles in Austria have been converted to
the accompanying consolidated financial statements presented in accordance with
generally accepted accounting principles in the United States of America, on the
basis described in Note 1. We have audited this conversion and, in our opinion,
the compiled consolidated financial statements described in the first paragraph
of this report have been properly converted to a presentation in accordance with
generally accepted accounting principles in the United States of America.
The United States dollar amounts shown in the accompanying consolidated
financial statements have been translated solely for convenience. We have
audited this translation and, in our opinion, the compiled consolidated
financial statements expressed in Austrian Schillings have been translated into
dollars on the basis described in Note 1.
/s/ Pannell Kerr Forster PC
July 15, 1996
- 6 -
<PAGE>
EXHIBIT 99.3
INDEPENDENT AUDITOR'S REPORT
To the shareholders of
Eastbrokers Beteiligungs Aktiengesellschaft Wien
We have audited the balance sheet of Eastbrokers Beteiligungs Aktiengesellschaft
Wien S.A. (which consists of parent only financial statements, excluding
subsidiaries)as of December 31, 1995 and the related statements of income and of
cash flows for the year ended December 31, 1995 (all expressed in Austrian
Schillings and not submitted herewith). These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Company's management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Eastbrokers Beteiligungs Aktiengesellschaft
Wien at December 31, 1995 in conformity with accounting principles generally
accepted in Austria.
Accounting principles in Austria vary in certain important respects from
accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of net income
for the year ended December 31, 1995 and the determination of shareholders'
equity at December 31, 1995.
DELOITTE & TOUCHE
Danubia Treuhand GmbH
Wirtschaftsprufungsungsgesellschaft
("Danubia Trusteeship Co. Ltd.")
/s/ Dr. Michael Heller /s/ Dr. Wolfgang Forster
Vienna, Austria
April 30, 1996
- 7 -
