<PAGE>
As filed with the Securities and Exchange Commission on April 3, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLOBAL CAPITAL PARTNERS, INC.
(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)
6000 Fairview Road, Suite 1420
Charlotte, NC 28210
(Address of Principal Executive Offices, Including Zip Code)
1996 STOCK OPTION PLAN
(Full Title of the Plan)
Martin A. Sumichrast
Chairman, Chief Executive Officer and President
6000 Fairview Road, Suite 1410
Charlotte, NC 28210
(704) 643-8220
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
-----------------------
COPY TO:
Paul F. McCurdy, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1),(3) Offering Price Per Aggregate Offering Registration Fee
Share(2),(3) Price (2)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Common Stock, 600,000 $8.0625 $4,837,500 $1,277.10
Par value $.05 per share shares(2)
=====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act, 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.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933,
as amended (the "Securities Act"). The price per share is estimated
based on the average of the high and low trading prices for the Common
Stock on February 29, 2000 as reported by Nasdaq SmallCap Market.
(3) This Registration Statement on Form S-8 is being filed pursuant to Rule
429 under the Securities Act of 1933, as amended (the "Securities
Act"). 600,000 shares of Common Stock were previously registered, and a
fee of $1,139.87 was previously paid, under our Registration Statement
on Form S-8, no. 333-25887 and our Registration Statement on Form S-8,
no. 333-56973, each of which is hereby combined with this Registration
Statement under Rule 429.
<PAGE>
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 File No.
333-56973 of Global Capital Partners, Inc. (the "Registrant") is to register an
additional 600,000 shares of the Registrant's common stock, par value $.05 per
share (the "Common Stock"), issuable pursuant to the Registrant's 1996 Stock
Option Plan, as amended on December 17, 1997, April 12, 1999 and November 9,
1999 (the "Plan").
The contents of Registration Statement File No. 333-25887 and
Registration Statement File No. 333-56973, each previously filed by the
Registrant and relating to 400,000 and 200,000 shares, respectively, of the
Common Stock to be offered pursuant to the Plan, are incorporated by reference
hereto pursuant to General Instruction E to Form S-8.
The document(s) containing the information concerning the 1996 Option
Plan, as amended (the "Plan") of Eastbrokers International Incorporated (the
"Registrant") specified in Part I of the instructions to Registration Statement
on Form S-8 have been or will be sent or given to the participants in the Plan,
as specified by Rule 428(b)(1) under the Securities Act of 1933 (the "Securities
Act"). In accordance with the Note to Part I of the instructions to Registration
Statement on Form S-8, such documents are not filed with the Securities and
Exchange Commission either as part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to incorporate by reference the information we file
with it. The information incorporated by reference is considered to be part of
this report, and later information filed with the SEC will update and supersede
that information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934, as amended.
o Our Annual Report on Form 10-KSB for the year ended March 31,
1999.(1)
o Our Quarterly Report on Form 10-QSB for the quarter ended June 30,
1999.
o Our Quarterly Report on Form 10-QSB for the quarter ended September
30, 1999.
o Our Quarterly Report on Form 10-QSB for the quarter ended December
31, 1999.
o Our Current Report on Form 8-K filed on December 7, 1999.
o Our Current Report on Form 8-K/A filed on February 7, 1999. (1)
o Our Proxy Statement relating to the Annual Meeting of Stockholders
held on November 9, 1999, filed on October 4, 1999.
o Our Proxy Statement relating to the Special Meeting of Stockholders
on January 31, 2000, filed on January 10, 2000.
o The description of the Common Stock as set forth in our
Registration Statement on Form S-1 No. 33-89544 filed with the SEC
on February 15, 1995 including any amendment thereto or report
filed for the purpose of updating such description.
- ---------------------
(1) Financial statements for the year ended March 31, 1999 have been restated,
as required, to reflect the November 23, 1999 acquisitions of The JB Sutton
Group, LLC which was accounted for under the purchase method of accounting. Such
financial statements are included in our amended Current Report on Form 8-K
filed on February 7, 2000.
<PAGE>
ITEM 8. EXHIBITS.
The following opinion and consents are attached hereto as exhibits:
Exhibit No. Description
----------- ------------
5.1 Opinion of Kelley Drye & Warren LLP regarding the legality
of the securities being registered.
23.1 Consent of Spicer, Jeffries & Co.
23.2 Consent of BDO Seidman, LLP
23.3 Consent of Kelley Drye & Warren LLP (included in
Exhibit 5.1).
<PAGE>
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 amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Charlotte, state of North Carolina, on
this 31st day of March, 2000.
GLOBAL CAPITAL PARTNERS, INC.
By:/s/ Martin A. Sumichrast
---------------------------------------
Name: Martin A. Sumichrast
Title: Chairman, Chief Executive
Officer, President 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
/s/ Martin A. Sumichrast
- --------------------------------- Chairman, Chief Executive Officer,
Martin A. Sumichrast President and Director March 31, 2000
(Principal Executive Officer)
/s/ Kevin D. McNeil
- --------------------------------- Vice President, Secretary, Treasurer
Kevin D. McNeil and Chief Financial Officer March 31, 2000
(Principal Financial and Accounting
Officer)
/s/ Michael Sumichrast, Ph.D
- --------------------------------- Director March 31, 2000
Michael Sumichrast, Ph.D
Director
- ---------------------------------
Wolfgang Kossner
/s/ Dr. Lawrence Chimerine Director March 31, 2000
- ---------------------------------
Dr. Lawrence Chimerine
/s/ Jay R. Schifferli, Esq. Director March 31, 2000
- ---------------------------------
Jay R. Schifferli, Esq.
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
5.1 Opinion of Kelley Drye & Warren LLP regarding the
legality of the securities registered hereunder.
23.1 Consent of Spicer, Jefferies & Co.
23.2 Consent of BDO Seidman, LLP
23.3 Consent of Kelley Drye & Warren LLP (included in
Exhibit 5.1).
<PAGE>
EXHIBIT 5.1
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
(203) 324-1400
April 3, 2000
Board of Directors of
Global Capital Partners, Inc.
6000 Fairview Road, Suite 1410
Charlotte, NC 28210
Gentlemen:
We have acted as special counsel to Global Capital Partners, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of up to 600,000 shares (the
"Shares") of the Company's common stock, par value $.05 per share, issuable
pursuant to the 1996 Stock Option Plan, amended as of December 17, 1997, April
12, 1999 and November 9, 1999 (the "Plan"). In connection therewith, the Company
intends to file a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission"). This
letter is delivered to you in response to your request for our opinion as to
matters described herein relating to the issuance of the Shares.
In connection with the delivery of the within opinion we have examined:
the Plan; the Company's Certificate of Incorporation, as amended, as in effect
on the date hereof; the Company's By-Laws as in effect on the date hereof;
minutes of the Company's corporate proceedings, as made available to us by
officers of the Company; an executed copy of the Registration Statement, and all
documents incorporated by reference therein and exhibits thereto, in the form
filed or to be filed with the Commission; and such other documents and matters
of law deemed necessary by us in order to deliver the within opinion. In the
course of such examination, we have assumed the genuineness of all signatures,
the authority of all signatories to sign on behalf of their principals, if any,
the authenticity of all documents submitted to us as original documents and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to certain factual matters, we have relied upon
information furnished to us by officers of the Company.
Based on the foregoing and solely in reliance thereon, it is our opinion
that the Shares have been duly authorized and, when issued and paid for as
contemplated by the Plan, will be validly issued, fully paid and non-assessable.
<PAGE>
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement in the Registration Statement and to all references to
our firm included in the Registration Statement, as of the date hereof. In
giving such consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
KELLEY DRYE & WARREN LLP
By: /s/ Jay R. Schifferli
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A Partner
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
Global Capital Partners, Inc.
6000 Fairview Road, Suite 1410
Charlotte, NC 28210
Gentlemen:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Global Capital Partners, Inc. of our report relating to the
consolidated financial statements of Global Capital Partners, Inc. and
Subsidiaries, which report appears on Page 40 of the Global Capital Partners,
Inc. Annual Report on Form 10-KSB for the year ended March 31, 1999 and of our
report relating to the financial statements of The JB Sutton Group, LLC, which
report appears on page 6 of Amendment No. 1 to the Global Capital Partners, Inc.
Current Report or Form 8-K filed as of February 7, 2000.
/s/ SPICER, JEFFRIES & CO.
Denver, Colorado
March 31, 2000
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Global Capital Partners, Inc. of our reports dated
December 17, 1998 and December 15, 1997 relating to the financial statements of
The JB Sutton Group, LLC, which reports appears on pages 16 and 28,
respectively, of Amendment No. 1 to the Global Capital Partners, Inc. Current
Report on form 8-K, filed as of February 7, 2000.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
New York, New York
March 30, 2000
