Form 8-K

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): May 15, 2002

Eos International, Inc.
(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of incorporation)

0-15586
(Commission File Number)

52-1373960
(IRS Employer Identification No.)

888 7th Avenue, 13th Floor, New York, New York
(Address of principal executive offices)

10106
(Zip Code)

(212) 887-6869
(Registrant’s telephone number)

Not Applicable
(Former name or former address, if changed since last Report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.

Other Events

On May 16, 2002, Eos International, Inc. issued a press release announcing that on May 15, 2002, it entered into agreements (the “Agreements”) with its short-term bridge loan lenders to amend the terms of their notes (the “Notes”), common stock warrants, and related registration rights agreement. The Agreements, among other things, extend the maturity date of the Notes until June 7, 2002.

Item 7.

Financial Statements, Pro Forma Financial Information and Exhibits.

(a)

Financial Statements.

Not Applicable.

(b)

Pro Forma Financial Information.

Not Applicable

(c)

Exhibits.

Exhibit No.

Title

10.80

Agreement made as of May 15, 2002 between Eos International, Inc. and Weichert Enterprises, LLC

10.81

Agreement made as of May 15, 2002 between Eos International, Inc. and DL Holdings I, LLC

10.82

Agreement made as of May 15, 2002 by and between Eos International, Inc., Weichert Enterprises, LLC, and DL Holdings I, LLC

Press Release, dated May 16, 2002

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.

Dated: May 16, 2002

EOS INTERNATIONAL, INC.

By: PETER A. LUND
——————————————
Peter A. Lund
Chief Financial Officer

EXHIBIT INDEX