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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
EOS INTERNATIONAL, INC.
(FORMERLY DREAMLIFE, INC.)
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
379333107
--------------------------------------------------------------------------------
(CUSIP Number)
ANTHONY R. CALANDRA, PRESIDENT, 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 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
McGuggan, LLC IRS ID No. 22-3351974
________________________________________________________________________________
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
NUMBER OF 11,567,057*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
5,280,923 shares of common stock
REPORTING 571.4667 shares Series E Junior Convertible Preferred
Stock**
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,567,057 voting power*
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%***
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
O.O.
________________________________________________________________________________
* 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 filing constitutes an original filing for McGuggan LLC, a
New Jersey limited liability company ("McGuggan"). This Schedule 13D 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 acquired shares
are held of record by 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 Anthony R. Calandra, Frank M. Calabrese, Frank M.
Adubato and James J. Liati.
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
See Attachment I.
None of the persons listed on Attachment I, during the last five (5)
years, have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
None of the persons listed on Attachment I, during the last five (5)
years, have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order
enjoining final violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding
any violation with respect to such laws.
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.
None of the Reporting Persons have any 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 MCGUGGAN LLC
By: s/Anthony R. Calandra
-----------------------
Anthony R. Calandra
President
Attachment I
NUMBER OF NUMBER OF
SHARES AS NUMBER OF SHARES AS
NUMBER OF TO WHICH SHARES AS TO WHICH TRANSACTIONS*
NAME NAME & ADDRESS SHARES PERCENTAGE SOLE POWER TO WHICH SHARED IN ISSUER
ADDRESS OF CORPORATE BENEFICIALLY OF SHARES TO VOTE SHARED POWER POWER TO SECURITIES IN
CITIZENSHIP OFFICER EMPLOYER OWNED OWNED AND SELL TO SELL VOTE LAST 60 DAYS
-----------------------------------------------------------------------------------------------------------------------------------
McGuggan LLC McGuggan LLC 0 5,280,923 11,567,057
365 South ST 365 South St. Common Stock
Morristown, NJ Morristown, NJ 11,567,057 571.4667 None
07960 (2) 12.3% (4) Preferred
stock
(1)(3) (1)(2)
Anthony R. President McGuggan LLC 3,123,291 5,280,923 11,567,057
Calandra 365 South St. Common Stock
365 South ST Morristown, NJ 6,015,055 571.4667 None
Morristown, NJ (2) (5) 6.7% (4) Preferred
07960 stock
US (1)(3) (1)(2)
Frank M. Executive McGuggan LLC 5,898,055 3,006,291 5,280,923 11,567,057 None
Calabrese Vice 365 South St. (2) (5) 6.6% (4) Common Stock
365 South ST President Morristown, NJ 571.4667
Morristown, NJ Preferred
07960 stock
US (1)(3) (1)(2)
Frank M. Adubato Executive McGuggan LLC 5,921,055 3,029,291 5,280,923 11,567,057 None
365 South ST Vice 365 South St. (2) (5) 6.6% (4) Common Stock
Morristown, NJ President Morristown, NJ 571.4667
07960 Preferred
US stock
(1)(3) (1)(2)
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 St. (2) (5) 6.9% (4) Common Stock
Morristown, NJ President Morristown, NJ 571.4667
07960 Preferred
US stock
(1)(3) (1)(2)
(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 88,020,098 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 each such person's beneficial ownership of McGuggan)
and disclaim beneficial ownership of the balance. This report shall not be
deemed an admission that any member of McGuggan is the beneficial owner of more
than his pecuniary interest in McGuggan for purposes of Section 16 or any other
purpose.