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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. ___)(1)
GLOBAL CAPITAL PARTNERS, INC.
(Name of Issuer)
Common Stock, $.05 Par Value per Share
(Title of Class of Securities)
276052 10 7
(CUSIP Number)
Martin A. Sumichrast
Global Capital Partners, Inc.
6000 Fairview Road, Suite 1410
Charlotte, North Carolina 28210
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2000
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 276052 10 7 13D Page 2 of 7 Pages
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1 NAME OF FILERS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Belle Holdings, Inc.
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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
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
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7 SOLE VOTING POWER
740,000 shares of Common Stock
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
740,000 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,000 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% shares of Common Stock, based on 10,430,839 shares of Common
Stock issued and outstanding at June 28, 2000. See Item 5 herein.
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 276052 10 7 13D Page 3 of 7 Pages
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1 NAME OF FILERS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Martin A. Sumichrast
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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
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
465,000 shares of Common Stock (includes
75,000 shares of presently exercisable
options to acquire these shares of
Common Stock at $4.50 per share and
150,000 shares of presently exercisable
warrants to acquire these shares
of Common Stock at $7.00 per share)
NUMBER OF SHARES -------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 1,205,000 shares of Common Stock
WITH (includes 740,000 shares of Common
Stock of which Belle Holdings is the
direct beneficial owner)
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9 SOLE DISPOSITIVE POWER
465,000 shares of Common Stock (includes
75,000 shares of presently exercisable
options to acquire these shares of Common
Stock at $4.50 per share and 150,000 shares
of presently exercisable warrants to acquire
these shares of Common Stock at $7.00 per
share)
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10 SHARED DISPOSITIVE POWER
1,205,000 shares of Common Stock (includes
740,000 shares of Common Stock of which
Belle Holdings is the direct beneficial
owner)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,205,000 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6% shares of Common Stock, based on 10,430,839 shares of Common
Stock issued and outstanding at June 28, 2000. See Item 5 herein.
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND COMPANY.
This statement relates to shares of common stock, $.05 par value (the
"Common Stock"), of Global Capital Partners, Inc., a Delaware corporation having
its principal executive offices at 6000 Fairview Road, Suite 1410, Charlotte,
North Carolina 28210 (the "Company"). This statement also relates to options to
acquire the Common Stock of the Company and warrants to acquire the Common Stock
of the Company.
The Company changed its name from Eastbrokers International
Incorporated International ("Eastbrokers") to Global Capital Partners, Inc. in
February 2000. Accordingly, any reference in this Schedule 13D to Eastbrokers
International Incorporated means the Company.
ITEM 2. IDENTITY AND BACKGROUND.
The names of the persons filing this statement are Belle Holdings,
Inc. and Martin A. Sumichrast.
(a) The names of the persons filing this statement are Belle
Holdings, Inc. ("Belle Holdings") and Martin A. Sumichrast
("Mr. Sumichrast," together with Bell Holdings, the "Filers").
(b) The address of the Filers is 6000 Fairview Road, Suite 1410
Charlotte, North Carolina 28210.
(c) Mr. Sumichrast is the sole director, officer and shareholder
of Belle Holdings, which is located at 6000 Fairview Road,
Suite 1410 Charlotte, North Carolina 28210.
(d) During the last five years, none of the Filers has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdeameanors).
(e) During the last five years, none of the Filers was a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) All of the Filers who are natural persons are citizens of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Belle Holdings used $4,000,000 gained from the Convertible Note Due
December 31, 2004 (the "Convertible Note") (see Item 6 and Exhibit 99.7) to
purchase 2,000,000 shares of 10% Convertible Preferred Stock, Series A (the
"Preferred Stock") of the Company and 700,000 Common Stock Purchase Warrants
(the "Warrants") (see Item 6 and Exhibit 99.3), 490,000 of which Belle Holdings
sold to Corona Corp. ("Corona").
Pursuant to the terms of the Convertible Note (see Item 6 and Exhibit
99.7), Corona converted 1,400,000 of the Convertible Note to 1,400,000 shares of
the Preferred Stock of the Company. Upon conversion, Belle Holdings had 600,000
shares of the Preferred Stock of the Company which was subsequently converted
into 600,000 shares of the Common Stock of the Company.
Pursuant to the terms of the Warrant (see Item 6 and Exhibit 99.3),
Belle Holdings exercised the Warrant and purchased 210,000 shares of the Common
Stock of the Company.
Pursuant to the Investment and Stock Purchase Agreement, dated as of
November 10, 1999 and amended on March 31, 2000 (the "Investment and Stock
Agreement"), Belle Holdings sold 70,000 shares of Common Stock of the Company to
Corona in consideration for the immediate exercise and conversion of Corona's
entire allotment of Warrants and the Preferred Stock of the Company.
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ITEM 4. PURPOSE OF TRANSACTION.
The securities of the Company referenced herein were acquired for
investment purposes.
While the Filers (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 Company, the investments in the Company by the
Filers (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 otherwise set forth in the Schedule 13D to
which this Amendment relates, the Filers (and their affiliates) do not at the
present time have any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's Certificate of Incorporation, by-laws
or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Company by any
person;
(h) Causing a class of securities of the Company 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;
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(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Belle Holdings
As of the date hereof, Belle Holdings is the direct beneficial owner of
740,000 shares of Common Stock of the Company, over which it has sole voting
power and sole power to dispose. This number represents 7.1% of the issued and
outstanding shares of Common Stock of the Company, based on 10,430,839 shares
issued and outstanding at June 28, 2000.
Mr. Sumichrast
As of the date hereof, Mr. Sumichrast is the direct beneficial owner of
465,000 shares of Common Stock of the Company over which he has the sole power
to direct the vote and to dispose of such shares. This number represents 4.5% of
the issued and outstanding shares of Common Stock of the Company, based on
10,430,839 shares issued and outstanding at June 28, 2000. Said 465,000 shares
include 75,000 shares issuable upon the exercise of presently exercisable
options to acquire these shares at $4.50 per share and 150,000 shares issuable
upon the exercise of presently exercisable warrants to acquire these shares at
$7.00 per share.
As the sole director, officer and shareholder of Belle Holdings, Mr.
Sumichrast is an indirect beneficial owner of 740,000 shares of Common Stock of
the Company of which Belle Holdings is the direct beneficial owner and has the
power to direct the vote and to dispose of such shares. This number represents
7.1% of the issued and outstanding shares of Common Stock of the Company, based
on 10,430,839 shares issued and outstanding at June 28, 2000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
On November 9, 1999, Belle Holdings entered into a Stock Purchase
Agreement with Eastbrokers (a copy of which is attached hereto as Exhibit 99.2
and incorporated herein by reference in response to this Item 6) pursuant to
which Belle Holdings purchased 1,000,000 shares of 10% Convertible Redeemable
Preferred Stock, Series A (as defined in the Stock Purchase Agreement and herein
after referred to as "Preferred Stock") of Eastbrokers and a warrant (as
described in the immediately following paragraph) for an aggregate purchase
price of $2,105,000. The Stock Purchase Agreement grants Belle Holdings and
option to purchase an additional 1,000,000 shares of Preferred Stock for $2.00
per share. As amended on April 17, 2000, the Stock Purchase Agreement provided
for the purchase of a warrant to purchase up to 1,500,000 shares of the Common
Stock of the Company at an exercise price of $5.50 per share. In exchange for
such warrants, Belle Holdings issued to the Company a promissory note in the
amount of $375,000.
On November 9, 1999, Belle Holdings entered into a Warrant Agreement
with Eastbrokers (a copy of which is attached hereto as Exhibit 99.3 and
incorporated herein by reference in response to this Item 6) pursuant to which
Belle Holdings purchased a warrant to purchase up to 700,000 shares of the
Common Stock of the Company at any time and from time to time at an exercise
price of $2.85 per share.
Pursuant to Warrant Certificate No. 1 (a copy of which is attached
hereto as Exhibit 99.4 and incorporated herein by reference in response to this
Item 6), Belle Holdings has the right to purchase up to 490,000 shares of the
Common Stock of Eastbrokers at an exercise price of $2.85. Warrant Certificate
No. 1 is exercisable immediately and expires on November 9, 2004.
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Pursuant to Warrant Certificate No. 2 (a copy of which is attached
hereto as Exhibit 99.5 and incorporated herein by reference in response to this
Item 6), Belle Holdings has the right to purchase up to 210,000 shares of Common
Stock at an exercise price of $2.85. Warrant Certificate No. 2 is exercisable
immediately and expires on November 9, 2004.
On January 10, 2000, Belle Holdings partially exercised its option to
purchase additional shares of Preferred Stock by paying $200,000 for an
additional 100,000 shares of Preferred Stock.
On November 10, 1999, Belle Holdings entered into an Investment and
Stock Purchase Agreement with Corona (a copy of which is attached hereto as
Exhibit 99.6 and incorporated herein by reference in response to this Item 6)
pursuant to which Belle Holdings sold a $2,000,000 Convertible Note (as
described below), warrants to purchase 490,000 shares of Common Stock of the
Company at an exercise price of $2.85 per share, and other Securities (as
defined in the Investment and Stock Purchase Agreement) for an aggregate amount
of $2,000,000. Corona purchased on January 10, 2000 an additional $200,000 of
Convertible Note from Belle Holdings for $200,000. On March 31, 2000, the
Investment and Stock Purchase Agreement was amended to provide for the sale of
an additional $1,800,000 Convertible Note and 70,000 shares of the Common Stock
of the Company in consideration for the immediate exercise, by Corona, of a
warrant to purchase 490,000 shares of Common Stock and the immediate conversion
of 1,400,000 shares of Preferred Stock into 1,400,000 shares of Common Stock.
On April 17, 2000, Corona purchased from Belle Holdings a warrant to
purchase 900,000 shares of Common Stock at an exercise price of $5.50 per share.
In consideration for such warrants, Corona issued to Belle Holdings a promissory
note in the amount of $225,000.
Pursuant to the Convertible Note (a copy of which is attached hereto as
Exhibit 99.7 and incorporated herein by reference in response to this Item 6)
executed on November 10, 1999, in reliance on the Stock Purchase Agreement,
Belle Holdings promises to pay Corona the aggregate principal balance of loans
made by Corona to Belle Holdings of up to $4,000,000. The Convertible Note may
be converted, at any time, into 0.35 shares of Preferred Stock per $1.00 of
outstanding principal of the Convertible Note. The principal of the Convertible
Note will decrease in proportion to the amount of principal converted into
Preferred Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1. Joint Filing Agreement, dated June 30, 2000, by and
among Belle Holdings and Mr. Sumichrast.
99.2. Stock Purchase Agreement, by and among Eastbrokers and
Belle Holdings, dated as of November 9, 1999, and amendment thereto.
99.3. Warrant Agreement, between Eastbrokers and Belle
Holdings, dated as of November 9, 1999.
99.4. Common Stock Purchase Warrant Certificate No. 1,
dated November 9, 1999.
99.5. Common Stock Purchase Warrant Certificate No. 2,
dated November 9, 1999.
99.6. Investment and Stock Purchase Agreement dated as of
November 10, 1999, by and between Belle Holdings and Corona, and amendments
thereto.
99.7. Convertible Note Due December 31, 2004, by and between
Belle Holdings and Corona, dated November 10, 1999.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.
Date: June 30, 2000 BELLE HOLDINGS, INC.
By: /s/ Martin A. Sumichrast
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Martin A. Sumichrast
Sole Director, Officer and Stockholder
/s/ Martin A. Sumichrast
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Martin A. Sumichrast
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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(99.1) Joint Filing Agreement, dated June 30, 2000, by and among
Belle Holdings and Mr. Sumichrast.
(99.2) Stock Purchase Agreement, by and among Eastbrokers and Belle
Holdings, dated as of November 9, 1999, and amendment
thereto.
(99.3) Warrant Agreement, between Eastbrokers and Belle Holdings,
dated as of November 9, 1999.
(99.4) Common Stock Purchase Warrant Certificate No. 1, dated
November 9, 1999.
(99.5) Common Stock Purchase Warrant Certificate No. 2, dated
November 9, 1999.
(99.6) Investment and Stock Purchase Agreement dated as of November
10, 1999, by and between Belle Holdings and Corona, and
amendments thereto.
(99.7) Convertible Note Due December 31, 2004, by and between Belle
Holdings and Corona, dated November 10, 1999.
