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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 14, 2000.
GLOBAL CAPITAL PARTNERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-26202 52-1807562
(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction Identification Number)
of Incorporation)
6000 Fairview Road, Suite 1410, Charlotte, North Carolina 28210
(Address of Principal Executive Offices, Including Zip Code)
(704) 643-8220
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 14, 2000, the Registrant disposed of 100% of its ownership
interests (the "EBAG Shares") in Eastbrokers Beteiligungs AG, a company
incorporated under the laws of Austria and having its registered office
in Vienna, Austria ("EBAG"). Pursuant to the terms of certain Share Purchase
Agreements, each dated as of June 14, 2000 (each, a "Purchase Agreement"), the
Registrant sold to Beheer- En Beleggingsmaatschappij Hedera B.V., Beheer- En
Beleggingsmaatschappij Jamela B.V. and Braydonville Corporation (each a company
incorporated and existing under the laws of the Netherlands) (each, a "Buyer")
344,639, 402,078 and 402,078 EBAG Shares, respectively (such shares representing
all of the EBAG Shares and 95.73% of the capital stock of EBAG). In exchange for
the EBAG Shares, the Buyers paid to the Registrant, pro rata in accordance with
each Buyer's respective EBAG Shares purchased, an aggregate consideration equal
to $27.5 million, payable as follows: 500,000 shares of equity securities
valued at $2 million paid on June 14, 2000, and $25.5 million paid on June 14,
2000 by way of delivery of three promissory notes in aggregate principal amount
of $25.5 million.
The foregoing summary of the Purchase Agreements is qualified in its
entirety by reference to each such agreement, copies of which are attached
hereto as Exhibits 2.1, 2.2 and 2.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable to file the financial statements required
by Item 7(a) with the initial filing of this Report on Form 8-K. Such
financial statements will be filed by amendment to this Report as soon
as practicable and within 60 days after the required filing date for
this Report.
(B) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to file the pro forma financial
information required by Item 7(b) with the initial filing of this
Report on Form 8-K. Such pro forma financial information will be filed
by amendment to this Report as soon as practicable and within 60 days
after the required filing date for this Report.
(C) EXHIBITS.
The following exhibits are included as part of this Report and
are set forth following the signature page hereto and beginning on page
5:
2.1 Share Purchase Agreement, dated as of June 14, 2000, by
and between the Registrant and Beheer- En Beleggingsmaatschappij Hedera
B.V.
2.2 Share Purchase Agreement, dated as of June 14, 2000, by
and between the Registrant and Beheer- En Beleggingsmaatschappij Jamela
B.V.
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2.3 Share Purchase Agreement, dated as of June 14, 2000, by and
between the Registrant and Braydonville Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GLOBAL CAPITAL PARTNERS, INC.
(Registrant)
Date: June 29, 2000
By: /s/ Martin A. Sumichrast
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(Signature)
Name: Martin A. Sumichrast
Title: Chairman, Chief Executive Officer
and President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
(2.1) Share Purchase Agreement, dated as of June 14, 2000,
by and between the Registrant and Beheer- En
Beleggingsmaatschappij Hedera B.V.
(2.2) Share Purchase Agreement, dated as of June 14, 2000,
by and between the Registrant and Beheer- En
Beleggingsmaatschappij Jamela B.V.
(2.3) Share Purchase Agreement, dated as of June 14, 2000,
by and between the Registrant and Braydonville Corporation.
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