================================================================================
SEC POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
1746 (2-98) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.1)
EOS INTERNATIONAL, INC.
(FORMERLY DREAMLIFE, INC.)
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
379333107
--------------------------------------------------------------------------------
(CUSIP Number)
FRANK M. CALABRESE, MCGUGGAN LLC,
365 SOUTH ST., MORRISTOWN, NJ 07960 (973) 540-1250
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 14, 2003
--------------------------------------------------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f)
or 240.13d-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 Section 240.13d-7
for other parties to whom copies are to be sent.
*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 ("Act") 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).
CUSIP No. 379333107
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Frank M. Calabrese.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) O.O.
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization New Jersey
--------------------------------------------------------------------------------
7. Sole Voting Power 3,006,291
Number of -------------------------------------------------------------------
Shares 8. Shared Voting Power 11,567,057*
Beneficially -------------------------------------------------------------------
Owned by 9. Sole Dispositive Power 3,006,291
Each -------------------------------------------------------------------
Reporting 5,280,923 shares of
Person With common stock
571.4667 shares Series
E Junior Convertible
10. Shared Dispositive Power Preferred Stock**
-------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,898,055 voting power*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 6.6%***
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
* Represents voting power of common stock and Series E Junior Convertible
Preferred Stock (on an as converted basis). Holders of Series E Junior
Convertible Preferred Stock have the same voting rights as, and vote
together with, the holders of Common Stock. Each share of Series E Junior
Convertible Preferred Stock is entitled to 11,000 votes.
** Each share of Series E Junior Convertible Preferred Stock is automatically
converted to 11,000 shares of Common Stock immediately upon the Issuer
having a sufficient number of authorized and unissued shares of Common
Stock.
*** Represents voting power based on 88,020,098 shares of common stock
outstanding and assuming shares of Series E Junior Convertible Preferred
Stock (on an as converted basis) beneficially owned by the Reporting
Person are outstanding.
INTRODUCTION
Explanatory Note: This Amendment No. 1 to Schedule 13D is filed by Frank M.
Calabrese and amends Schedule 13D filed on September 5, 2001. Beneficial
ownership of shares of common stock of Eos International, Inc. ("Eos") was
initially reported on Schedule 13D filed July 26, 2001 jointly by Discovery Toys
LLC, a New Jersey limited liability company ("DTLLC"), Anthony R. Calandra,
James J. Liati, Frank M. Adubato, Frank M. Calabrese and William Taylor, as
amended on September 5, 2001, by individual Schedule 13Ds filed upon
distribution by DTLLC of all shares to or as directed by the beneficial owners
thereof.
This Amendment No. 1 is being filed to disclose the acquisition of shares of Eos
as a result of the merger of IFS of New Jersey, Inc. with and into a subsidiary
of Eos. The newly acquired shares are held of record by McGuggan LLC, a New
Jersey limited liability company ("McGuggan"). All actions of McGuggan are taken
by a vote of a majority of the Voting Managers. The Voting Managers of, and
owners of equal interest in, McGuggan are Messrs. Calandra, Calabrese, Adubato
and Liati. Accordingly, the Reporting Person claims beneficial ownership of 25%
of the shares held by McGuggan and disclaims beneficial ownership of the
balance.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.01 par value ("Common
Stock") and Series E Junior Convertible Preferred Stock (the "Series
E Preferred Stock") of Eos International, Inc. ("Eos").
Series E Preferred Stock is being treated as the same class of
security as Common Stock because holders of Series E Preferred Stock
have the same voting rights as, and vote together with, the holders
of Common Stock. Each share of Series E Preferred Stock is entitled
to 11,000 votes. Each share of Series E Preferred Stock is
automatically converted to 11,000 shares of common stock immediately
upon the Issuer having a sufficient number of authorized and
unissued shares.
The principal executive offices of Eos are presently located at 888
Seventh Ave., 13th Floor, New York, New York 10106.
ITEM 2. IDENTITY AND BACKGROUND
Unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Issuer acquired IFS of New Jersey, Inc. ("IFS") by merger by
causing its subsidiary to merge with and into IFS. At the effective
time of the merger, each share of IFS stock was converted into the
right to receive shares of Common Stock and Series E Preferred Stock
of Eos.
ITEM 4. PURPOSE OF TRANSACTION
The securities received were the consideration to IFS shareholders
in the merger described in Item 3 above.
See Form 8-K of Eos filed December 11, 2002 as to the proposed
transaction described in Item 3 above.
The Reporting Person has no plans of the type required to be
described under Item 4 of Schedule 13D.
ITEM 5. See Attachment I.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger dated December 10, 2002 among Eos,
Eos Acquisition Corp. and IFS (incorporated by reference to Exhibit
2.1 of Form 8-K of Eos filed December 11, 2002).
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 14, 2003
/s/Frank M. Calabrese
---------------------
Frank M. Calabrese
Attachment I
NAME OFFICER NAME & NUMBER OF PERCENTAGE NUMBER OF NUMBER OF NUMBER OF
ADDRESS ADDRESS SHARES OF SHARES AS SHARES AS SHARES AS
CITIZENSHIP OF BENEFICIALLY SHARES OWNED TO WHICH TO WHICH TO WHICH TRANSACTIONS*
CORPORATE OWNED SOLE POWER SHARED POWER SHARED IN ISSUER
EMPLOYER TO VOTE AND TO SELL POWER TO SECURITIES
SELL VOTE IN LAST 60
DAYS
-------------- --------- ------------ ------------ ------------ ----------- ------------ ------------ -------------
McGuggan LLC McGuggan LLC 0 5,280,923 11,567,057
365 South ST 365 South Common Stock
Morristown, St. 11,567,057 571.4667 None
NJ 07960 Morristown, (2) 12.3% (4) Preferred
NJ stock (1)(2)
(1)(3)
-------------- --------- ------------ ------------ ------------ ----------- ------------ ------------ -------------
Anthony R. President McGuggan LLC 3,123,291 5,280,923 11,567,057
Calandra 365 South Common Stock
365 South ST St. 6,015,055 571.4667 None
Morristown, Morristown, (2) (5) 6.7% (4) Preferred
NJ 07960 NJ stock (1)(2)
US (1)(3)
-------------- --------- ------------ ------------ ------------ ----------- ------------ ------------ -------------
Frank M. Executive McGuggan LLC 5,898,055 3,006,291 5,280,923 11,567,057 None
Calabrese Vice 365 South (2) (5) 6.6% (4) Common Stock
365 South ST President St. 571.4667
Morristown, Morristown, Preferred
NJ 07960 NJ stock (1)(2)
US (1)(3)
-------------- --------- ------------ ------------ ------------ ----------- ------------ ------------ -------------
Frank M. Executive McGuggan LLC 5,921,055 3,029,291 5,280,923 11,567,057 None
Adubato Vice 365 South (2) (5) 6.6% (4) Common Stock
365 South ST President St. 571.4667
Morristown, Morristown, Preferred
NJ 07960 NJ stock (1)(2)
US (1)(3)
-------------- --------- ------------ ------------ ------------ ----------- ------------ ------------ -------------
James J. Liati Executive McGuggan LLC 6,148,055 3,256,291 5,280,923 11,567,057 None
365 South ST Vice 365 South (2) (5) 6.9% (4) Common Stock
Morristown, President St. 571.4667
NJ 07960 Morristown, Preferred
US NJ stock (1)(2)
(1)(3)
-------------- --------- ------------ ------------ ------------ ----------- ------------ ------------ -------------
(1) Shares are held of record by McGuggan LLC, a New Jersey limited liability
company ("McGuggan"). All actions of McGuggan are taken by a vote of a majority
of the Voting Managers. The Voting Managers of, and owners of equal interest in,
McGuggan are Messrs. Calandra, Calabrese, Adubato and Liati.
(2) Represents voting power of common stock and Series E Junior Convertible
Preferred Stock (on an as converted basis). Holders of Series E Junior
Convertible Preferred Stock have the same voting rights as, and vote together
with, the holders of Common Stock. Each share of Series E Junior Convertible
Preferred Stock is entitled to 11,000 votes.
(3) Each share of Series E Junior Convertible Preferred Stock is automatically
converted to 11,000 shares of Common Stock immediately upon the Issuer having a
sufficient number of authorized and unissued shares of Common Stock.
(4) Represents voting power based on 88,020,98 shares of common stock
outstanding and assuming shares of Series E Junior Convertible Preferred Stock
(on an as converted basis) beneficially owned by such person are outstanding.
(5) Members of McGuggan have included only 25% of the shares held of record by
McGuggan which is equal to such persons' beneficial ownership of McGuggan and
disclaims beneficial ownership of the balance. This report shall not be deemed
an admission that the Reporting Person is the beneficial owner of the balance of
such securities for purposes of Section 16 or any other purpose.