UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ~~1934Date~~1934 Date of report (~~date~~Date of earliest event reported): ~~January~~September 1415, 2003

EOS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)

Delaware ———————————(State or other ~~jurisdiction~~jurisdictionof of incorporation) 0-15586 ———————————(Commission File Number) 52-1373960 —————————(IRS Employer Identification Number)

~~0-15586~~888 ~~(Commission~~7th ~~File~~Avenue, ~~Number)~~13th ~~52-1373960~~Floor, New York, New York (~~IRS~~Address ~~Employer~~of ~~Identification~~principal ~~No.~~executive offices) 10106 (Zip code)

~~888~~Registrant’s ~~7th~~telephone ~~Avenue~~number, ~~13th~~including ~~Floor,~~area ~~New~~code: ~~York, New York~~ (~~Address of principal executive offices~~212) ~~10106 (Zip Code)~~887-6869

~~(212)~~Not ~~887-6869~~Applicable (~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, if changed since last report)

Not Applicable (Former name or former address, if changed since last Report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 25. ~~Acquisition~~Other orEvents ~~Disposition~~and ofRegulation ~~Assets~~FD Disclosure

~~Effective~~1. ~~January~~On 14September 29, 2003, Eos International, Inc., a Delaware corporation (the “~~Effective Time~~Company”), announced that pursuant to the terms ~~and~~of ~~conditions~~an ofemployment agreement between the ~~Agreement~~Company and ~~Plan~~Jose ~~of Merger~~Ferreira, Jr. dated as of ~~December~~September 1024, ~~2002,~~2003 ~~as amended~~ (the “~~Merger~~Employment Agreement”), ~~among~~Jose ~~Eos International~~Ferreira, ~~Inc~~Jr., abecame ~~Delaware~~President ~~corporation (the “Company”), Eos Acquisition Corp., a New Jersey corporation~~ and ~~wholly-owned~~Chief ~~subsidiary~~Executive Officer of the Company, ~~created~~effective ~~solely~~September ~~for~~29, ~~the~~2003 ~~purpose of effecting~~ (the ~~merger described herein (~~“~~EAC~~Commencement Date”)~~, and I~~.~~F.S.~~ ~~of New Jersey, Inc~~Mr., aFerreira ~~New~~was ~~Jersey~~also ~~corporation~~elected ~~(“IFS”),~~to ~~EAC~~serve ~~merged with and into IFS, with IFS surviving~~ as a ~~wholly-owned~~director ~~subsidiary~~ of the Company. ~~(the “Merger”)~~Mr. AsFerreira asucceeds ~~result~~James ofM. ~~the Merger~~Cascino, ~~15,988,000~~who ~~shares~~will ofremain ~~common~~with ~~stock of~~ the Company ~~(“Company Common Stock”)~~ and ~~1,000~~continue ~~shares~~as ofPresident ~~Series~~and EChief ~~Junior~~Executive ~~Convertible~~Officer ~~Preferred Stock~~ of the Company’s ~~(the~~wholly-owned ~~“Series~~subsidiary EI.F.S. ~~Preferred~~of ~~Stock”)~~New ~~were~~Jersey, ~~issued~~Inc. inas ~~exchange~~well ~~for~~as ~~IFS~~a ~~capital~~member ~~stock, with calculations~~ of the ~~number~~Board of ~~shares~~Directors ~~received~~of bythe anCompany. ~~IFS~~Mr. ~~shareholder~~Cascino ~~resulting~~has inalso abeen ~~fractional~~named ~~share equal~~ to ~~0.5~~the ornewly ~~more~~created ofposition ~~a share~~ of ~~Company~~Corporate ~~Common~~Executive ~~Stock~~Vice ~~rounded~~President upof to the ~~nearest whole share of~~ Company. ~~Common~~In ~~Stock~~connection ~~and~~with ~~such~~the ~~calculations~~Employment ~~which~~Agreement, ~~result~~the inCompany agranted ~~fractional~~to ~~share less than 0~~Mr.5 ofFerreira a10 ~~share~~million shares of Company ~~Common~~common ~~Stock~~stock ~~rounded down to~~ (the ~~nearest~~“Grant”), ~~whole~~two ~~share~~million shares of ~~Company~~which ~~Common~~vested ~~Stock.~~upon ~~The~~grant ~~Series~~and Ethe ~~Preferred~~remaining ~~Stock~~eight ~~has~~million ~~the~~shares ~~rights~~of ~~and~~which ~~privileges~~are ~~set~~to ~~forth~~vest in ~~the~~equal ~~Certificate~~portions ofon ~~Designations~~each of the ~~Series~~first Eand ~~Preferred~~second ~~Stock,~~anniversaries ~~which was filed with the Secretary~~ of ~~State of~~ the ~~State~~date of ~~Delaware~~grant, onrespectively, ~~December~~provided ~~20,~~that ~~2002~~Mr. ~~Each~~Ferreira ~~share~~is ofChief ~~Series~~Executive EOfficer ~~Preferred~~of ~~Stock~~the ~~has~~Company aon ~~liquidation~~such ~~preference~~dates of(subject ~~$0.01,~~to isearlier ~~entitled~~vesting toupon noa ~~dividend~~change ~~preference,~~of ~~votes~~control ~~together~~of ~~with~~ the Company ~~Common~~or ~~Stock~~the astermination aof ~~single~~Mr. ~~class~~Ferreira’s onemployment ~~all~~for ~~matters~~certain ~~except~~reasons, ~~where~~all ~~otherwise~~as ~~required~~set byforth ~~law,~~in isthe ~~entitled~~Employment toAgreement). ~~11,000~~Mr. ~~votes,~~Ferreira ~~and~~elected isto ~~automatically~~defer ~~convertible~~the ~~into~~two ~~11,000~~million shares ofvesting ~~Company~~on ~~Common Stock upon~~ the ~~Company~~Commencement ~~having~~Date aand, ~~sufficient~~prior ~~number~~to ofthe ~~issued~~respective ~~and~~vesting ~~outstanding~~dates, ~~shares~~Mr. ofFerreira ~~Company~~may ~~Common~~elect ~~Stock~~ to ~~convert~~defer ~~all~~receipt ~~shares~~ of ~~Series~~the Eremaining ~~Preferred~~eight ~~Stock~~million ~~into~~ shares. ofPending ~~Company~~vesting ~~Common~~or ~~Stock,~~expiration ~~subject~~of ~~to adjustment for changes in~~ the ~~capitalization~~deferral of the ~~Company.~~shares, ~~The~~the ~~Series~~shares Ewill ~~Preferred~~be ~~Stock~~held isin ~~subordinate~~trust, toduring ~~the~~which ~~Company’s~~time ~~Series~~voting Drights ~~Preferred~~with ~~Stock.~~respect ~~For~~to ~~purposes~~the ofshares ~~determining~~will ~~the~~be ~~exchange~~exercised ~~ratio,~~by the ~~per~~Compensation ~~share~~Committee ~~value~~ of the ~~Company~~Board ~~Common~~of ~~Stock~~Directors ~~(including~~of the Company. ~~Common~~Mr. ~~Stock~~Ferreira ~~into~~may ~~which~~not ~~the~~dispose ~~Series~~of Eany ~~Preferred~~unvested ~~Stock~~or isdeferred ~~convertible)~~shares tofor beso ~~issued~~long inas ~~the~~they ~~Merger~~are ~~was~~unvested ~~negotiated~~or todeferred. ~~be $0~~2.~~50,~~ ~~which~~On ~~was~~September ~~the~~23, ~~purchase~~2003, ~~price of~~ the Company ~~Common~~and ~~Stock~~each inof ~~connection~~Weichert ~~with~~Enterprise ~~the~~LLC, ~~Company’s~~a ~~$7.5~~Delaware ~~million~~limited ~~private~~liability ~~equity~~company ~~offering~~(“Weichert”), ~~that~~and ~~closed~~DL ~~simultaneously~~Holdings ~~with~~I, ~~the~~LLC, ~~consummation~~a ofDelaware ~~the~~limited ~~Merger.~~liability ~~The~~company ~~aggregate~~(“DL ~~value~~Holdings,” ofand ~~IFS~~together ~~was~~with ~~negotiated to be $15.2 million~~Weichert, ~~less~~the ~~estimated~~“Former ~~outstanding~~Bridge ~~long-term debt at December 31~~Lenders”), ~~2002 ($1~~respectively,~~706,000).~~ ~~The~~entered ~~Merger~~into ~~was~~First ~~approved~~Amendments byto anthe ~~independent~~Amended ~~committee~~and ofRestated ~~the~~Common ~~Board~~Stock ofPurchase ~~Directors~~Warrants ofissued by the Company. ~~James~~on M.January ~~Cascino~~14, ~~President,~~2003 ~~Chief~~(the ~~Executive~~“Warrants”) ~~Officer,~~to ~~and~~purchase ~~Director~~an aggregate of ~~the Company~~3,000,000 ~~has~~shares ~~served~~of ~~and~~Company ~~continues~~common tostock ~~serve~~at asan ~~President~~exercise ~~and~~price ~~Chief Executive Officer~~ of ~~IFS~~$0.25 ~~Jack~~per B.share ~~Hood~~(together, ~~Chief~~the ~~Financial~~“Amendments”). ~~Officer~~The ~~and~~Amendments ~~Treasurer~~amend of the ~~Company,~~Warrants ~~has served and continues~~ to ~~serve~~provide asthat ~~Chief~~the ~~Financial~~Grant ~~Officer~~constitutes ofan ~~IFS.~~“Excluded ~~Each~~Transaction” ~~of Anthony R. Calandra, Julius Koppelman,~~ and ~~William~~will S.not ~~Walsh~~constitute ~~has~~an ~~served~~“Anti-dilution ~~and~~Adjustment” ~~continues~~pursuant to ~~serve, on~~ the ~~board~~terms of ~~directors~~Section 5 of ~~both~~each of the ~~Company and IFS~~Warrants. ~~Messrs~~3. ~~Cascino,~~On ~~Hood~~September 23, ~~and Walsh~~2003, ~~together~~the ~~with~~Board ~~members~~ of ~~McGuggan,~~Directors ~~L.L.C.,~~of athe ~~New~~Company ~~Jersey~~adopted ~~limited~~the ~~liability~~Eos ~~company~~International, ~~(i)~~Inc. ~~collectively~~2003 ~~beneficially~~Deferred ~~owned~~Compensation ~~approximately~~Plan, ~~35%~~pursuant ofto ~~the~~which ~~voting~~to ~~stock of~~ the Company ~~prior~~will toprovide ~~the~~eligible ~~Merger,~~employees ~~(ii) beneficially own approximately 45%~~ of the ~~post-Merger~~ Company ~~Common~~with ~~Stock, assuming conversion of~~ the ~~Series~~opportunity Eto ~~Preferred~~elect ~~Stock~~to ~~into~~defer ~~shares~~receipt of ~~Company~~specified ~~Common~~portions ~~Stock,~~of compensation and ~~(iii)~~to ~~beneficially~~have ~~owned~~such ~~approximately~~deferred ~~87%~~amounts oftreated ~~the~~as ~~voting~~if ~~stock~~invested ofin ~~IFS~~specified ~~immediately~~investment ~~prior to the Merger~~options. ~~Messrs~~4. ~~Calandra,~~On ~~Liati~~September ~~and Adubato~~15, ~~each of whom is a director of IFS~~2003, ~~are~~the ~~principals~~Company and~~/or~~ ~~officers~~the ofFormer ~~McGuggan,~~Bridge ~~L.L.C.~~Lenders ~~and~~entered ~~beneficially~~into ~~own~~ an ~~aggregate~~agreement, ofdated ~~75%~~September ~~of McGuggan~~15, ~~L.L.C.~~2003 ~~Prior to~~ (the ~~Effective~~“September ~~Time,~~15 ~~IFS~~Agreement”). ~~Management~~Pursuant ~~LLC~~to ~~was~~ the ~~owner~~September of15 ~~record~~Agreement, ~~of 75% of~~ the ~~issued~~parties ~~and~~agreed ~~outstanding~~that ~~common~~certain ~~stock~~expenses of ~~IFS.~~the ~~IFS~~Company ~~Management~~constitute ~~LLC~~“Qualified isExpenses” ~~86%~~under ~~beneficially~~the ~~owned~~agreement byamong the ~~following~~parties ~~directors~~dated as of ~~IFS:~~January ~~Messrs. Koppelman~~14, ~~Walsh,~~2003 ~~Calandra,~~(the ~~Liati~~“January ~~and~~14 ~~Adubato.~~Agreement”) ~~Jack~~for B.which ~~Hood~~the ~~and~~Company ~~James~~could M.utilize ~~Cascino~~$225,000 ~~directors and members~~ of ~~management of IFS, owned an additional approximately 12% of IFS prior to~~ the ~~Merger~~$1.2 ~~The~~million ~~foregoing~~segregated isinto aan ~~summary~~account ~~and~~selected iswith ~~qualified in its entirety by reference to~~ the ~~transaction~~approval ~~agreements,~~of ~~including~~ the ~~Merger~~Former ~~Agreement,~~Bridge ~~and~~Lenders ~~related~~pursuant ~~documents~~to ~~previously filed by~~ the ~~Company~~January ~~with~~14 ~~the SEC~~Agreement. 2

Item 5. Other Events

1. On January 14, 2003, the Company, Weichert Enterprises LLC (“Weichert”), and DL Holdings I, LLC (“DL Holdings”), (i) amended and restated the Registration Rights Agreement by and among the Company, Weichert, and DL Holdings, dated as of December 14, 2001, as amended, (ii) canceled the Secured $3,500,000 Bridge Loan Promissory Note, dated as of December 14, 2001, as amended, issued by the Company to DL Holdings (the “DL Note”), (iii) amended and restated the Warrant to purchase Company Common Stock dated as of December 14, 2001, as amended, issued by the Company to DL Holdings (the “Old DL Warrant”), (iv) canceled the Secured $3,000,000 Bridge Loan Promissory Note, dated as of December 14, 2001, as amended, issued by the Company to Weichert (the “Weichert Note,” and along with the DL Note, the “Notes”), and (v) amended and restated the Warrant to purchase Company Common Stock dated as of December 14, 2001, as amended, issued by the Company to Weichert (the “Old Weichert Warrant,” and together with the Old DL Warrant, the “Old Warrants”). In connection with the foregoing agreements, Weichert and DL Holdings exchanged the Notes for an aggregate of $4,000,000 in cash and 1,000 shares of the Company’s Series D Preferred Stock and exchanged the Old Warrants for new amended and restated five year immediately exercisable warrants to purchase an aggregate of 3,000,000 shares of Company Common Stock at an exercise price of $0.25 per share. The foregoing is a summary and is qualified in its entirety by reference to the agreements filed by the Company with the SEC as exhibits hereto and other agreements and documents relating to the foregoing that have been previously filed by the Company with the SEC. 2. On January 14, 2003, the Company effected a $7.5 million private equity offering in which the Company issued to certain investors an aggregate of 15 million shares of Company Common Stock at a purchase price of $0.50 per share (the “Offering”), in connection with which the Company granted registration rights to the investors, as described in the form of Subscription Agreement filed herewith. The Company issued an additional 900,000 shares of Company Common Stock (the “Placement Agent Shares”) to Allen & Company LLC (the “Placement Agent”) in connection with its service to the Company as placement agent in the Offering and granted registration rights to the Placement Agent with respect to the Placement Agent Shares on the same terms as granted to the investors in the Offering. In connection with the Offering, the Company agreed to appoint to the board of directors of the Company one director designated by Draupnir, LLC, an investor in the Offering. The foregoing is a summary and is qualified in its entirety by reference to such agreements and documents relating to the foregoing that are filed herewith and that have been previously filed by the Company with the SEC. Securities of the Company issued in the foregoing transactions have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.

Item 7.

Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial StatementsIt is impracticable to provide the required financial statements concurrently with the filing of this report. The Company expects to file the required financial statements as soon as practicable, but in no event later than 60 days after the due date of this Current Report on Form 8-K.

(b) Pro Forma Financial InformationIt is impracticable to provide the required pro-forma financial information concurrently with the filing of this report. The Company expects to file the required pro-forma financial information as soon as practicable, but in no event later than 60 days after the due date of this Current Report on Form 8-K.

(c)

Exhibits.

Exhibit No.

Title

10.~~111~~120 Employment Agreement, dated as of ~~January~~September 1424, 2003, by and ~~among~~between Eos International, Inc., DLand ~~Holdings~~Jose IFerreira, LJr.~~L.C., and Weichert Enterprise LLC~~

10.~~112~~121 ~~Amended~~Engagement ~~and Restated Registration Rights~~ Agreement, dated as of ~~January~~September 1424, 2003, ~~among~~by and between Eos International, Inc., DLand ~~Holdings~~Woodclyffe IGroup, L.L.C.~~, and Weichert Enterprise LLC~~

10.~~113~~122 First Amendment to Eos International, Inc. Amended and Restated Common Stock Purchase Warrant, ~~dated January 14, 2003~~ issued to DL Holdings I, L.L.C., on January 14, 2003, dated as of September 23, 2003

10.~~114~~123 First Amendment to Eos International, Inc. Amended and Restated Common Stock Purchase Warrant, ~~dated~~issued to Weichert Enterprise LLC on January 14, 2003, ~~issued~~dated toas ~~Weichert~~of ~~Enterprise~~September ~~LLC~~23, 2003

10.~~115~~124 ~~Letter Agreement, dated January 14, 2002, by and among~~ Eos International, Inc., DL2003 ~~Holdings~~Deferred I,Compensation ~~L.L.C., and Weichert Enterprise LLC~~Plan

10.~~116~~125 ~~Form~~Agreement, ofdated ~~Subscription~~September ~~Agreement~~15, ~~between~~2003, by and among Eos International, Inc., DL Holdings I, L.L.C., and ~~Investors~~Weichert Enterprise LLC

99.1 Press Release, dated ~~January~~September 1429, 2003

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~January~~September 1529, 2003 EOS INTERNATIONAL, INC. By: JACK B. HOOD—————————————— Jack B. Hood Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Title

10.~~113~~122 First Amendment to Eos International, Inc. Amended and Restated Common Stock Purchase Warrant, ~~dated January 14, 2003~~ issued to DL Holdings I, L.L.C. on January 14, 2003, dated as of September 23, 2003

10.~~115~~124 ~~Letter Agreement, dated January 14, 2002, by and among~~ Eos International, Inc., DL2003 ~~Holdings~~Deferred I,Compensation ~~L.L.C., and Weichert Enterprise LLC~~Plan

99.1 Press Release, dated ~~January~~September 1429, 2003

Filing Compare · EOS INTERNATIONAL INC