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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)(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)
REID BREITMAN
CORONA CORP.
3172 ABINGTON DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 8, 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-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 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 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corona Corp.
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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
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8 SHARED VOTING POWER
NUMBER OF 1,960,000 shares of Common Stock (subject to the
SHARES Voting Agreement and Irrevocable Proxy dated
BENEFICIALLY December 8, 2000 and incorporated by reference
OWNED BY as Exhibit 99.8 to this Schedule 13D)
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,960,000 shares of Common Stock
WITH
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,960,000 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)
18.7% shares of Common Stock, based on 10,460,839 shares of Common
Stock issued and outstanding at November 10, 2000.
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 276052 10 7 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Reid Breitman
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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
7,500 shares of Common Stock
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8 SHARED VOTING POWER
NUMBER OF 1,960,000 shares of Common Stock (subject to the
SHARES Voting Agreement and Irrevocable Proxy dated
BENEFICIALLY December 8, 2000 and incorporated by reference
OWNED BY as Exhibit 99.8 to this Schedule 13D)
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,960,000 shares of Common Stock
WITH
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,967,500 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)
18.7% shares of Common Stock, based on 10,460,839 shares of Common
Stock issued and outstanding at November 10, 2000.
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14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 1 to Schedule 13D amends the Schedule 13D dated as
of June 30, 2000. This Amendment No. 1 amends and restates the statement to read
in its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
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").
The Company changed its name from Eastbrokers International
Incorporated ("Eastbrokers") to Global Capital Partners, Inc. in February 2000.
Accordingly, any reference in this Schedule 13D to Eastbrokers means the
Company.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The names of the persons filing this statement are Corona Corp.,
a Nevada Corporation ("Corona"), and Reid Breitman ("Mr.
Breitman," together with Corona, the "Filers").
(b) The address of the Filers is 3172 Abington Drive, Beverly Hills,
California 90210.
(c) Mr. Breitman is the sole director, officer and shareholder of
Corona.
(d) During the last five years, neither of the Filers has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdeameanors).
(e) During the last five years, neither 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) Mr. Breitman is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Common Stock and
the other securities described herein were proceeds from the issuance and sale
by Corona in November 1999 and in March 2000 of an aggregate of $6,225,000 of 5%
Convertible Debentures due November 15, 2002. Corona sold these debentures to
two accredited investors, including American Equities, LLC, which is owned by
Reid Breitman, the sole shareholder and director of Corona, and Corporate
Financial Enterprises. American Equities purchased all of the Debentures held by
Corporate Financial Enterprises in November 2000, and, accordingly, is the sole
holder of all of the Debentures issued by Corona.
ITEM 4. PURPOSE OF TRANSACTION.
The securities of the Company referenced herein were acquired for
investment purposes.
On December 8, 2000, Corona and the Company entered into a Voting
Agreement and Irrevocable Proxy (the "Voting Agreement") pursuant to which
Corona agreed, for a five-year period, to vote all shares of Common Stock owned
by it as directed by the Company's board of directors. In order to secure
Corona's obligations, the Voting Agreement also provides for the granting of an
irrevocable proxy by Corona to Martin Sumichrast, the Company's chief executive
officer, and any subsequent chief executive officer of the Company, for the
purpose of voting all shares of Common Stock owned by Corona.
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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 this statement, 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;
(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.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Corona
As of the date hereof, Corona is the direct beneficial owner of
1,960,000 shares of Common Stock of the Company, over which it has sole power to
dispose. This number represents 18.7% of the issued and outstanding shares of
Common Stock of the Company, based on 10,460,839 shares issued and outstanding
at November 10, 2000.
Corona expressly disclaims beneficial ownership of the 7,500 shares of
Common Stock of which Mr. Breitman is the direct beneficial owner.
Mr. Breitman
As of the date hereof, Mr. Breitman may be deemed to be the beneficial
owner of 1,967,500 shares of Common Stock of the Company. This number represents
18.9% of the issued and outstanding shares of Common Stock of the Company, based
on 10,460,839 shares issued and outstanding at November 10, 2000. Of the
1,967,500 shares, Mr. Breitman is the direct beneficial owner of 7,500 shares
over which he has sole voting power and power to dispose.
As the sole director, officer and stockholder of Corona, Mr. Breitman
is an indirect beneficial owner of 1,960,000 shares of Common Stock of which
Corona is the direct beneficial owner and he may be deemed to have the sole
power to dispose of such shares.
As a result of the Voting Agreement, neither Corona nor Mr. Breitman
may be deemed to have sole voting power with respect to the 1,960,000 shares of
Common Stock directly owned by Corona.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Filers have been advised by the Company and Belle Holdings of the
following events, and, as to events to which Corona is or was a party, Corona
hereby states as follows:
On November 9, 1999, Belle Holdings entered into a Stock Purchase
Agreement with the Company (the "Stock Purchase Agreement") pursuant to which
Belle Holdings purchased 1,000,000 shares of Preferred Stock for $2.00 per share
and Warrants to purchase an aggregate of 700,000 shares of Common Stock at an
exercise price of $2.85 per share and also received an option to purchase up to
an additional 1,000,000 shares of Preferred Stock at $2.00 per share. The
Preferred Stock was convertible into shares of Common Stock on a 1:1 basis.
On November 10, 1999, Belle Holdings entered into an Investment and
Stock Purchase Agreement with Corona pursuant to which Belle Holdings sold to
Corona $1 million of its Convertible Notes convertible from time to time into
shares of Preferred Stock owned by Belle Holdings on a 0.35:1 basis and Warrants
to purchase an aggregate of 490,000 shares of Common Stock.
On January 10, 2000, Belle Holdings partially exercised its option and
purchased an additional 100,000 shares of Preferred Stock. Simultaneously,
Corona partially exercised its option and purchased additional Convertible Notes
in the principal amount of $200,000.
As of the date of the Stock Purchase Agreement, each share of Preferred
Stock was entitled to one vote on all matters submitted to stockholders for
approval. The Company agreed to seek stockholder approval to increase the voting
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power of the Preferred Stock from one vote per share to four votes per share,
which would result in the increase of voting power held by holders of Preferred
Stock from approximately 14% to approximately 39%. These terms were negotiated
by Corona, having contemplated that Mr. Sumichrast would participate in Belle
Holdings, in order to more fully align the interests of the Company's management
with those of its stockholders.
Subsequent to stockholder approval of the increase in voting power of
the Preferred Stock, the Nasdaq Stock Market informed the Company that their
listing requirements prohibit designating any class of security with a higher
voting right than any other class. Additionally, Nasdaq informed the Company
that pursuant to other listing requirements, the initial $2.00 per share price
of the Preferred Stock had to be increased to $2.0625 per share, the closing
price of the Common Stock on November 8, 2000. Accordingly, on January 31, 2000,
Belle Holdings agreed to convert all of its shares of Preferred Stock and to
exercise its Warrants. In consideration, the Company sold to Belle Holdings
Class D Warrants to purchase an aggregate of 1,500,000 shares of Common Stock at
an exercise price of $5.50 per share in exchange for a $375,000 promissory note
due July 1, 2001 and bearing interest at 8% per annum. The Class D Warrants are
exercisable as of July 1, 2001 and expire December 31, 2005. On the same date,
Belle Holdings sold to Corona and a third party Class D Warrants to purchase up
to 900,000 and 200,000 shares of Common Stock, respectively. In further
consideration of these changes, on March 31, 2000, Belle Holdings transferred
70,000 shares of Common Stock to Corona.
On March 31, 2000, Corona exercised the remaining portion of its option
and purchased additional Convertible Notes in the principal amount of $1.8
million. On this date, Corona also converted all of its Convertible Notes in the
aggregate principal amount of $4.0 million into 1,400,000 shares of Preferred
Stock, converted the 1,400,000 shares of Preferred Stock into 1,400,000 shares
of Common Stock and exercised its Warrants for 490,000 shares of Common Stock.
Simultaneously, Belle exercised the remaining portion of its option and
purchased from the Company 900,000 shares of Preferred Stock.
On the same date, Belle Holdings converted 600,000 shares of Preferred
Stock into 600,000 shares of Common Stock, transferred the remaining 1,400,000
shares of Preferred Stock to Corona upon conversion of the Convertible Notes and
exercised the remaining Warrants for 210,000 shares of Common Stock.
See Item 4 hereof for a description of the Voting Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1. Joint Filing Agreement, dated June 30, 2000, by and among Corona
and Reid Breitman (previously filed).
99.2. Stock Purchase Agreement, by and among Eastbrokers and Belle
Holdings, dated as of November 9, 1999, and amendment thereto
(previously filed).
99.3. Warrant Agreement, between Eastbrokers and Belle Holdings, dated
as of November 9, 1999 (previously filed).
99.4. Common Stock Purchase Warrant Certificate No. 1, dated November 9,
1999 (previously filed).
99.5. Common Stock Purchase Warrant Certificate No. 2, dated November 9,
1999 (previously filed).
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99.6. Investment and Stock Purchase Agreement dated as of November 10,
1999, by and between Belle Holdings and Corona, and amendments
thereto (previously filed).
99.7. Convertible Note Due December 31, 2004, by and between Belle
Holdings and Corona, dated November 10, 1999 (previously filed).
99.8. Voting Agreement and Irrevocable Proxy, dated as of December 8,
2000, by and between Corona and the Company (filed herewith).
99.9 5% Convertible Debentures Due November 15, 2002, dated November
15, 2000, in the amount of $880,000 (cancelled) (filed herewith).
99.10 5% Convertible Debentures Due November 15, 2002, dated March 20,
2000, in the amount of $2,490,000 (cancelled) (filed herewith).
99.11 5% Convertible Debentures Due November 15, 2002, dated November
15, 2000, in the amount of $1,320,000 (filed herewith).
99.12 5% Convertible Debentures Due November 15, 2002, dated March 20,
2000, in the amount of $3,735,000 (filed herewith).
99.13 5% Convertible Debentures Due November 15, 2002, dated November
24, 2000, in the amount of $2,490,000 (filed herewith).
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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: December 11, 2000 CORONA CORP.
By: /s/ Reid Breitman
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Reid Breitman
Sole Director, Officer and Stockholder
/s/ Reid Breitman
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Reid Breitman
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Joint Filing Agreement, dated June 30, 2000, by and among Corona
and Reid Breitman (previously filed).
99.2 Stock Purchase Agreement, by and among Eastbrokers and Belle
Holdings, dated as of November 9, 1999, and amendment
thereto (previously filed).
99.3 Warrant Agreement, between Eastbrokers and Belle Holdings, dated
as of November 9, 1999 (previously filed).
99.4 Common Stock Purchase Warrant Certificate No. 1, dated November 9,
1999 (previously filed).
99.5 Common Stock Purchase Warrant Certificate No. 2, dated November 9,
1999 (previously filed).
99.6 Investment and Stock Purchase Agreement dated as of November
10, 1999, by and between Belle Holdings and Corona, and
amendments thereto (previously filed).
99.7 Convertible Note Due December 31, 2004, by and between Belle
Holdings and Corona, dated November 10, 1999 (previously filed).
99.8. Voting Agreement and Irrevocable Proxy, dated as of December 8,
2000, by and between Corona and the Company (filed herewith).
99.9 5% Convertible Debentures Due November 15, 2002, dated November
15, 2000, in the amount of $880,000 (cancelled) (filed herewith).
99.10 5% Convertible Debentures Due November 15, 2002, dated March 20,
2000, in the amount of $2,490,000 (cancelled) (filed herewith).
99.11 5% Convertible Debentures Due November 15, 2002, dated November
15, 2000, in the amount of $1,320,000 (filed herewith).
99.12 5% Convertible Debentures Due November 15, 2002, dated March 20,
2000, in the amount of $3,735,000 (filed herewith).
99.13 5% Convertible Debentures Due November 15, 2002, dated November
24, 2000, in the amount of $2,490,000 (filed herewith).
