UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Eos International, Inc. (formerly dreamlife, Inc.)
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
379333107
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the disclosures provided in a prior cover
page.
The information required in 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 (the "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 13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CYL Development Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 5 SOLE VOTING POWER
SHARES 4,850,000 Shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 4,850,000 Shares
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,850,000 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [X]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.5%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
CUSIP No. 379333107 13G Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Kurt T. Borowsky
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 4,850,000 Shares
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
8 SHARED DISPOSITIVE POWER
4,850,000 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,850,000 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [X]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.5%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
CUSIP No. 379333107 13G Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David J. Roy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 4,850,000 Shares
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
8 SHARED DISPOSITIVE POWER
4,850,000 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,850,000 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [X]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 5.5%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
SCHEDULE 13G
This Statement on Schedule 13G, relating to the common stock, par
value $0.01 per share (the "Common Stock"), issued by Eos International,
Inc., a Delaware corporation (formerly dreamlife, Inc.) (the "Issuer"), is
being filed by and on behalf of CYL Development Holdings, LLC ("CDH"), a
New Jersey limited liability company, Kurt T. Borowsky, and David J. Roy
(the "Reporting Persons"), and amends the Schedule 13G filed by the
Reporting Persons on December 21, 2001. The percentages reported herein are
based on a representation by the Issuer that as of January 14, 2003, there
were 88,020,098 shares of Common Stock outstanding. The information
reported herein is current as of the date of the filing of this Schedule
13G.
ITEM 1(a). NAME OF ISSUER:
Item 1(a) is restated in its entirety as follows:
Eos International, Inc. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Unchanged.
ITEM 2(a). NAME OF PERSON FILING:
Unchanged.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Unchanged.
ITEM 2(c). CITIZENSHIP:
Unchanged.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Unchanged.
ITEM 2(e). CUSIP NUMBER:
Unchanged.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Unchanged.
ITEM 4. OWNERSHIP
Item 4 is restated in its entirety as follows:
CDH
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(a) Amount beneficially owned: 4,850,000
(b) Percent of class: Approximately 5.5% of the outstanding
Common Stock
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 4,850,000
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition
of: 4,850,000
(iv) Shared power to dispose or to direct the disposition
of:
Kurt T. Borowsky
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(a) Amount beneficially owned: 4,850,000
(b) Percent of class: Approximately 5.5% of the outstanding
Common Stock
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 4,850,000
(iii) Sole power to dispose or to direct the disposition
of:
(iv) Shared power to dispose or to direct the disposition
of: 4,850,000
David J. Roy
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(a) Amount beneficially owned: 4,850,000
(b) Percent of class: Approximately 5.5% of the outstanding
Common Stock
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 4,850,000
(iii) Sole power to dispose or to direct the disposition
of:
(iv) Shared power to dispose or to direct the disposition
of: 4,850,000
The shares of Common Stock reported herein do not include CDH's
interest in warrants to purchase 1,615,385 million shares of Common Stock
at an exercise price of $0.25 per share of Common Stock (the "Warrants")
held by DL Holdings I, L.L.C., a limited liability company of which CDH is
a non-voting member ("DL Holdings"). DL Holdings received the Warrants on
January 14, 2003 in connection with the repayment by the Issuer of a $3.5
million loan to the Issuer evidenced by a promissory note dated December
14, 2001. The Reporting Persons have no right to vote or dispose of any
securities owned by DL Holdings, or otherwise make investment decisions as
to the Warrants (including no right to make any determination with respect
to the exercise of the Warrants). The Reporting Persons disclaim beneficial
ownership (as such term is defined in Rule 13d-3 of the Act) of the
Warrants.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Unchanged.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Unchanged.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Unchanged.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Unchanged.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Unchanged.
ITEM 10. CERTIFICATIONS.
Unchanged.
SIGNATURE PAGE
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
CYL Development Holdings, LLC,
a New Jersey limited liability company
Dated: February 4, 2003 By: /s/ David J. Roy
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David J. Roy, Manager
Dated: February 4, 2003 /s/ Kurt T. Borowsky
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Kurt T. Borowsky
Dated: February 4, 2003 /s/ David J. Roy
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David J. Roy
EXHIBIT A
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JOINT FILING AGREEMENT
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The undersigned agree that the foregoing Statement on Schedule 13G
(including any and all amendments thereto) is being filed with the
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).
CYL Development Holdings, LLC,
a New Jersey limited liability company
Dated: February 4, 2003 By: /s/ David J. Roy
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David J. Roy, Manager
Dated: February 4, 2003 /s/ Kurt T. Borowsky
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Kurt T. Borowsky
Dated: February 4, 2003 /s/ David J. Roy
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David J. Roy