<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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
--------------
CZECH INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-59812-A 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
--------------
This document contains four pages, including the signature page.
<PAGE>
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.
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 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. 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 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 member 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.
- 2 -
<PAGE>
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.
- 3 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and 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.
----------------------------------
(Registrant)
Date May 7, 1996 /s/ Martin A. Sumichrast
----------------------- ----------------------------------
(Signature)
Martin A. Sumichrast, Chief Financial Officer
- 4 -
