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SEC POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
1746 CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
(2-98) DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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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. 1 )
EOS INTERNATIONAL, INC.
(FORMERLY DREAMLIFE, INC.)
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
379333107
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(CUSIP Number)
WILLIAM S. WALSH, 365 SOUTH ST., MORRISTOWN, NJ 07960 (973) 540-1250
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 14, 2003
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(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
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
William S. Walsh
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
O.O.
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
New Jersey
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Number of Shares 7. Sole Voting Power
Beneficially Owned 11,020,014*
by Each ---------------------------------------------------------
Reporting 8. Shared Voting Power
Person 0
With ---------------------------------------------------------
9. Sole Dispositive Power
7,353,347 shares of common stock
333.3333 shares of Series E Junior Convertible
Preferred Stock**
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,020,014 voting power*
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12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
12.0% of voting power***
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14. Type of Reporting Person (See Instructions)
IN
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* 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.
*** 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.
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. The Reporting Person, as indirect beneficial owner of 25
shares of IFS common stock, received 3,080,333 shares of Common
Stock and 333.3333 shares of 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. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Person had an interest in the
Securities of the Issuer as follows:
Name: William S. Walsh
No. of Shares: 7,353,347 shares of common stock
333.3333 shares of Series E Preferred Stock
Voting Power: Sole
Disposition Power: Sole
Aggregate Percentage Beneficially Owned*: 12.5% of voting power.
* Based on 88,020,098 shares of common stock outstanding and
assuming shares of Series E Preferred Stock (on an as converted
basis) beneficially owned by the Reporting Person are outstanding.
During the past sixty (60) days, the Reporting Person has not
engaged in any transaction of the Issuer's securities.
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,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 14, 2003
By:/s/Willliam S. Walsh
William S. Walsh