<PAGE>
As filed with the Securities and Exchange Commission on June 16, 1998
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EASTBROKERS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 52-1807562
- --------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
15245 SHADY GROVE ROAD, 20850
SUITE 340 -----------
ROCKVILLE, MARYLAND (Zip Code)
- ---------------------------------------
(Address of principal executive offices)
1996 STOCK OPTION PLAN
-----------------------
(Full title of the plan)
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)
COPY TO:
GEORGE J. WALSH, III, ESQ.
GOULD & WILKIE
ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005-1401
(212) 344-5680
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<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate
to be registered registered price per unit(1) offering price(1) Amount of registration
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05
par value 200,000(2) $ 7.250 $1,450,000 $427.75
======================================================================================================================
</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 June 11, 1998.
(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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east\js8
The contents of Registration Statement File No. 333-25887, previously
filed by Registrant relating to 400,000 shares of Common Stock, $0.05 par
value, to be offered pursuant to the 1996 Stock Option Plan, are incorporated
by reference hereto pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No.* Description
------------ -----------
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.
- --------------------
* Exhibit No. as designated by Item 601 of Regulation S-K.
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east\js8
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 June 12, 1998.
EASTBROKERS INTERNATIONAL INCORPORATED
By: /s/ Peter Schmid
------------------------------
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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter Schmid Chairman of the Board, June 12,1998
- ----------------------- Chief Executive Officer,
Peter Schmid President and Director
(Principal Executive
Officer)
/s/ Kevin D. McNeil Vice President and June 12,1998
- ----------------------- Treasurer
Kevin D. McNeil (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Martin A. Sumichrast Vice Chairman of the Board, June 12, 1998
- ------------------------ Secretary and Director
Martin A. Sumichrast
II-2
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Signature Title Date
--------- ----- ----
/s/Michael Sumichrast Director June 12, 1998
- ---------------------------
Michael Sumichrast, Ph.D.
/s/Siegfried Samm Director June 12, 1998
- ---------------------------
Siegfried Samm, Ph.D.
/s/Wolfgang Kossner Director June 12, 1998
- ---------------------------
Wolfgang Kossner
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II-3
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
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.
<PAGE>
EXHIBIT 5.0
[GOULD & WILKIE LETTERHEAD]
June 12, 1998
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 200,000 shares of common stock of the
Company, $.05 par value (the "Shares") pursuant to the 1996 Stock Option Plan
(the "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 declaring the Registration
Statement effective, and (iv) that all requisite authorizations, approvals,
consents or exemptions under the securities laws of 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 contemplated by the
Plan, will be legally issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and as a part of, or and exhibit to, any document
which may be filed with respect to the proposed transaction 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 incorporated by reference thereto and which constitutes a
part thereof as the counsel that will pass upon certain legal matters for the
Company in connection with this sale of the Shares.
Very truly yours,
/s/ Gould & Wilkie
-------------------
Gould & Wilkie
<PAGE>
Exhibit 23.2
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement on Form
S-8 of Eastbrokers International Incorporated (Company) of our report dated
June 23, 1997 on the Company's consolidated financial statements as of and for
the years ended March 31, 1997 and December 31, 1995, and as of and for the
three month transition period ended March 31, 1996.
/s/ Pannell Kerr Forster PC
Alexandria, Virginia
May 27, 1998
