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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 22, 1999.
EASTBROKERS INTERNATIONAL INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-26202 52-1807562
(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction of Identification Number)
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.
(a) Acquisition of The JB Sutton Group, LLC (the "Sutton
Acquisition")
Pursuant to an LLC Interest Purchase Agreement (the "Sutton Purchase
Agreement"), dated as of November 22, 1999, by and among the
Registrant, The JB Sutton Group, LLC ("Sutton"), each of the members
and special members of The JB Sutton Group, LLC (the "Sutton
Members") and Mr. Peter Cohen, the Registrant acquired 100% of the
outstanding membership interests of Sutton from the Sutton Members.
In consideration for the Sutton Acquisition, the Registrant issued
to the Sutton Members and Mr. Peter Cohen 40,000 shares of Common
Stock and delivered notes to the Sutton Members in an aggregate
principal amount of $660,000, bearing interest at a rate of 7% per
annum. The notes, which shall be held in escrow for a two-year
period, mature on March 31, 2000 and are convertible at the
Registrant's sole discretion at or prior to their maturity into an
aggregate of 660,000 shares of the Registrant's common stock. Such
conversion of the notes shall satisfy in full all obligations of the
Company thereunder.
Certain additional information regarding the Sutton Acquisition and
the transactions contemplated by the Sutton Purchase Agreement is
included in the Sutton Purchase Agreement which is filed as an
exhibit hereto. The foregoing summary of the Sutton Purchase
Agreement is qualified in its entirety by reference to the complete
text thereof, attached hereto as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired
The Financial Statements of Businesses Acquired required to be
disclosed hereunder shall be filed by amendment to this
initial report on Form 8-K not later than 60 days after the
date by which this initial report must be filed.
(b) Pro Forma Financial Information
The Pro Forma Financial Information required to be disclosed
hereunder shall be filed by amendment to this initial report
on form 8-K not later than 60 days after the date by which
this initial report must be filed.
(c) Exhibits
The following exhibit is included as part of this report:
2.1 LLC Interest Purchase Agreement, dated as of November 22,
1999, by and among Eastbrokers International Incorporated, The
JB Sutton Group, LLC, Mr. Peter Cohen and each of the Members
and Special Members of The JB Sutton Group, LLC and Mr. Peter
Cohen.
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.
EASTBROKERS INTERNATIONAL INCORPORATED
(Registrant)
Date: December 7, 1999
By:/S/ Kevin D. McNeil
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(Signature)
Name: Kevin D. McNeil
Title: Executive Vice President,
Treasurer, Secretary and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 LLC Interest Purchase Agreement, dated as of November 22,
1999, by and among the Registrant, The JB Sutton Group,
LLC, each of the members and special members of The JB
Sutton Group, LLC and Mr. Peter Cohen