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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)
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)
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
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Belle Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 740,000 shares of Common Stock
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
740,000 shares of Common Stock
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% shares of Common Stock, based on 10,460,839 shares of Common
Stock issued and outstanding at November 10, 2000. See Item 5
herein.
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 276052 10 7 13D Page 3 of 10 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martin A. Sumichrast
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 1,165,000 shares of Common Stock (includes 75,000
EACH REPORTING PERSON shares subject to currently exercisable options,
WITH 150,000 shares subject to currently exercisable
warrants and 740,000 shares of which Belle
Holdings is the direct beneficial owner)
8 SHARED VOTING POWER
1,960,000 shares of Common Stock (pursuant to the
Voting Agreement and Irrevocable Proxy dated
December 8, 2000 and incorporated by reference
as Exhibit 99.8 to this Schedule 13D)
9 SOLE DISPOSITIVE POWER
1,165,000 shares of Common Stock (includes 75,000
shares subject to currently currently exercisable
options, 150,000 shares subject to currently
exercisable warrants and 740,000 shares of which
Belle Holdings is the direct beneficial owner)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,125,000 shares of Common Stock (Mr. Sumichrast disclaims
beneficial ownership of the 1,960,000 shares of Common Stock
currently subject to the Voting Agreement and Irrevocable Proxy)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.2% shares of Common Stock, based on 10,460,839 shares of Common
Stock issued and outstanding at November 10, 2000.
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 Belle
Holdings, Inc., a Nevada corporation ("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.
(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. Sumicharst is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Belle Holdings used $4,000,000 received from the sale of its
Convertible Notes Due December 31, 2004 (the "Convertible Notes") to Corona
Corp. ("Corona") 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").
ITEM 4. PURPOSE OF TRANSACTION.
The 740,000 shares of Common Stock beneficially owned by Belle Holdings
and 425,000 shares of Common Stock beneficially owned by Mr. Sumichrast
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
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Corona's obligations, the Voting Agreement also provides for the granting of an
irrevocable proxy by Corona to Mr. Sumichrast and any subsequent chief executive
officer of the Company, for the purpose of voting all shares of Common Stock
owned by Corona.
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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 10,460,839 shares
issued and outstanding at November 10, 2000.
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Mr. Sumichrast
As of the date hereof, Mr. Sumichrast may be deemed to be the
beneficial owner of 3,125,000 shares of Common Stock of the Company. This number
represents 29.2% 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 3,125,000 shares, Mr. Sumichrast is the direct beneficial owner of
425,000 shares, including 75,000 shares issuable upon the exercise of currently
exercisable options at an exercise price of $4.50 per share and 150,000 shares
issuable upon the exercise of currently exercisable warrants at an exercise
price of $7.00 per share.
As the sole director, officer and shareholder of Belle Holdings, Mr.
Sumichrast is an indirect beneficial owner of the 740,000 shares of Common Stock
of which Belle Holdings is the direct beneficial owner and he may be deemed to
have the sole power to direct the vote and to dispose of such shares.
As a result of the Voting Agreement, Mr. Sumichrast may also be deemed
to be the beneficial owner of the 1,960,000 shares of Common Stock currently
subject to the Voting Agreement and to have shared voting power with respect to
such shares. Mr. Sumichrast disclaims beneficial ownership of the 1,960,000
shares of Common Stock currently subject to the Voting Agreement.
During the last 60 days, Mr. Sumichrast has not acquired or disposed of
any shares of Common Stock, except for 40,000 shares of Common Stock sold in the
open market on October 2, 2000 at a purchase price of $6.25 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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
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.
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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 Belle
Holdings and Mr. Sumichrast (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).
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99.8 Voting Agreement and Irrevocable Proxy, dated as of December 8,
2000, by and between Corona and the Company (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 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
99.1 Joint Filing Agreement, dated June 30, 2000, by and among
Belle Holdings and Mr. Sumichrast (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).
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