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. 2 )*
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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, 2003
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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 4.4%
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 4.4%
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 4.4%
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, as amended on February 4, 2003. The
percentages reported herein are based on information from the Issuer that
as of December 31, 2003, there were 109,075,099 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:
Item 1(b) is restated in its entirety as follows:
199 Elm Street, New Canaan, CT 06840
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 4.4% 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 4.4% 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:
David J. Roy
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(a) Amount beneficially owned: 4,850,000
(b) Percent of class: Approximately 4.4% 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:
The shares of Common Stock reported herein do not include CDH's
interest in warrants to purchase 1,615,385 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.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [X].
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 9, 2004 By: /s/ David J. Roy
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David J. Roy, Manager
Dated: February 9, 2004 /s/ Kurt T. Borowsky
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Kurt T. Borowsky
Dated: February 9, 2004 /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 9, 2004 By: /s/ David J. Roy
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David J. Roy, Manager
Dated: February 9, 2004 /s/ Kurt T. Borowsky
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Kurt T. Borowsky
Dated: February 9, 2004 /s/ David J. Roy
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David J. Roy