<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JULY 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM _________TO___________
Commission File Number:0-11434
ALFIN, INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 13-3032734
-------- ----------
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
720 Fifth Avenue, New York, New York 10019
- ------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 333-7700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
- ------------------- ---------------------
Common Stock, $.01 par on which registered
value per share -------------------
American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
_____ _____
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. / X /
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the closing price on November 25,1996, was $5,937,344. As
of November 25,1996, the Registrant had 11,721,259 shares of Common Stock
outstanding.
The purpose of this filing is to amend the following items of the Company's
report on Form 10-K.
Item 10. Directors and Executive Officers of the Company
Item 11. Executive Compensation
Item 12. Security ownership of certain Beneficial Owners and
Management
Item 13. Certain relationships and related transactions
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names of the directors of the Company as of
November 27, 1996, all of whom are expected to be nominated for reelection at
the next Annual Meeting of the Shareholders which will be scheduled for early
1997.
<TABLE>
<CAPTION>
NAME AGE DIRECTOR SINCE POSITION IN COMPANY
- ---- --- -------------- -------------------
<S> <C> <C> <C>
Elisabeth Fayer 50 November 1992 Chief Executive Officer
President/Alfin, Inc.
Jacques Desjardins 63 November 1992 Director
Steven Korda 56 November 1992 Director
Suzanne Langlois 43 November 1992 Director
</TABLE>
ELISABETH FAYER, a Canadian citizen, was elected as a director of the Company in
November 1992. Mrs. Fayer was elected to the position of President of the
Company in September 1996, and has been serving as Chief Executive Officer since
October 1996 when the acting Chairman of the Board and Chief Executive Officer,
Mr. Jean Farat, resigned from the Company. For more than the past five (5)
years, prior to this position, Mrs. Fayer owned and was President and Chief
Executive Office of a major French Hosiery Company, as well as partially owned
and managed French fragrance and Cosmetic Companies including the world famous
fashion house Pierre Balmain.
JACQUES DESJARDINS, a Canadian citizen, was elected director of the Company in
November 1992 and has for more than the past five (5) years been engaged in
private practice as a general legal advisor ( a notary and title attorney) in
Montreal, Quebec, Canada.
SUZANNE LANGLOIS, a Canadian citizen, was elected a director of the Company in
November 1992 and has been legal counsel to privately held Canadian
corporations.
STEVEN KORDA, a Canadian citizen, was elected a director of the Company in
November 1992 and has for more than the past five (5) years been the principal
of Korda & Associates, a law firm located in Montreal, Quebec, Canada, engaged
in the general and commercial practice of law.
1
<PAGE> 3
EXECUTIVE OFFICERS
Set forth below is certain information, as of November 27, 1996 regarding the
executive officers of the Company:
<TABLE>
<CAPTION>
POSITION WITH EXECUTIVE OFFICER
------------- -----------------
NAME AGE THE COMPANY SINCE
- ---- --- ----------- -----
<S> <C> <C> <C>
Elisabeth Fayer 50 Chief Executive Officer September 1996
President/Alfin, Inc.
Jo Ann Segal 46 Senior Vice President October 1996
General Manager
Michele Mas 50 Vice President November 1996
Marketing
Michael D. Ficke 41 Vice President, Chief
Financial Officer,
Secretary July 1989
</TABLE>
Information with respect to ELISABETH FAYER is set forth under "Directors."
JO ANN SEGAL joined the Company as Senior Vice President/General Manager in
October 1996 and has served in this capacity since that time. For more than the
past (5)five years, prior to this postion, Ms. Segal served as a senior level
sales executive for various cosmetic company's including Lancome, a division of
Cosmair, Revlon, Borghese, Inc. and a Company started by Ms. Segal.
MICHELE MAS joined the Company as Vice President/Marketing in November 1996 and
has served in this capacity since that time. Prior to her joining the Company,
Ms. Mas served as President of Selecta, USA, Inc., a distributor of children's
toiletries. Prior to serving in this position, Ms. Mas served as Vice
President/Marketing for the Company's fragrance division.
MICHAEL D. FICKE joined the Company in July 1989. Mr. Ficke served Alfin, Inc.
as Corporate Controller until his promotion to Vice President and Chief
Financial Officer in November, 1993. Mr. Ficke is a C.P.A. and prior to his
joining the Company served as Assistant Controller of Chanel Inc., a
manufacturer and distributor of fragrance and cosmetic products.
2
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information for the fiscal years ended July 31,
1996, 1995 and 1994 respecting all compensation awarded to, earned by or paid to
the Company's Chief Executive Officers and its other executive officers who
earned in excess of $100,000 for fiscal 1996 (the "Named Executive Officers") in
all capacities in which such officers served. Two other officers of Adrien
Arpel, Inc. are not included as Named Executive Officers because they do not
perform policy making functions for the Company.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------------------------------------------ ------------
Name and Principal Position Year Salary Bonus Other Annual Stock Option
Compensation /Warrant
Compensation
Awards
<S> <C> <C> <C> <C> <C>
Jean Farat,(1) 1996 $270,000 $ -0- $ -0-(2) -0-
Chairman and Chief, 1995 33,750 -0- -0-(2) -0-
Executive Officer
Adrienne Newman(3) 1996 $250,000 $3,448,105(5) $65,000(4) -0-
President and Chief 1995 250,000 3,374,990(5) 65,000(4) -0-
Executive Officer 1994 250,000 986,488(5) 65,000(4) 1,000,000
of Adrien Arpel, Inc.
Michael D. Ficke 1996 $ 96,500 $ 5,000 $ -0-(2) -0-
Vice President, 1995 93,000 -0- -0-(2) -0-
Chief Financial Officer, 1994 88,167 -0- -0-(2) -0-
Secretary
</TABLE>
(1) Resigned as of October 23, 1996.
(2) Excludes personal benefits which did not exceed the lesser of $50,000 or
10%, on an annual basis, of such other officers salary and bonus
(3) Resigned as of October 25, 1996. Currently, Ms. Newman is working for the
Company as an independent contractor. See "Executive
Compensation-Compensation Arrangements."
(4) Represents a non-accountable expense allowance of $65,000.
(5) Commissions paid based on 1/3 of the revenues net of direct expenses
derived from television shopping sales of cosmetics.
3
<PAGE> 5
STOCK OPTION GRANTS IN LAST FISCAL YEAR
During fiscal 1996, no new options were granted and none of the Named Executive
Officers exercised any options.
YEAR-END OPTION VALUES TABLE
The following table sets forth information at July 31, 1996, respecting
exercisable and non-exercisable options held by the Named Executive Officers.
The table also includes the value of "in-the-money" options which represents the
spread between the exercise price of the existing stock option and the year-end
price of the Common Stock.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE MONEY OPTIONS
OPTIONS HELD AT HELD AT
JULY 31, 1996 JULY 31, 1996 (2)
----------------------------- ---------------------------------
NOT NOT
NAME EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Adrienne Newman(1) 625,000 -0- $468,750 $-0-
</TABLE>
(1) 1,000,000 Warrants granted 11/19/93 @$1.25
(2) Based on a July 31, 1996 closing price of $2.00
COMPENSATION ARRANGEMENTS
Ms. Adrienne Newman was employed pursuant to an employment agreement with the
Company dated as of April 4, 1990 as amended November 18, 1991 and November 19,
1993 (together, the "Employment Agreement"). The Employment Agreement terminates
on the earliest to occur of (i) April 4, 1998, (ii) the last day of any month in
which Ms. Newman dies, (iii) the last day of the month in which the Company
elects to terminate Ms. Newman's employment due to physical or mental
disability, (iv) the termination by the Company of Ms. Newman's employment for
"good cause" as therein defined, and (v) the termination of television marketing
efforts after April 4, 1995.
On October 28, 1996 the Company received notice from Adrienne Newman terminating
the Employment Agreement based on an alleged breach of the Employment Agreement
by the Company. Ms. Newman served as the President of Adrien Arpel, Inc.
("ARPEL")and has been the selling host under the name of Adrien Arpel, in the
Company's sales program on the Home Shopping Network, Inc. ("HSN").
The Company believes that it has fully complied with all terms of the Employment
Agreement and that the alleged termination by Ms. Newman of the Employment
Agreement is itself a breach of the Employment Agreement. The Company intends to
fully enforce all of its rights under the Employment Agreement.
4
<PAGE> 6
On November 8, 1996 the Company and Adrienne Newman reached am agreement whereby
Ms. Newman will appear as the selling host for ARPEL on HSN shows scheduled for
November 14-18, 1996, December 12-16, 1996 and January 23-27, 1997 (the "HSN"
Selling Period"). During the HSN Selling Period, Ms. Newman will be acting as an
independent contractor and not as an employee of the Company. The Company and
Ms. Newman also agreed to refrain from initiating legal action, against the
other in connection with their dispute over Ms. Newman's termination of the
Employment Agreement until after the HSN Selling Period. Following the HSN
Selling Period, there can be no assurance that the Company and Ms. Newman will
reach an agreement regarding her future relationship with the Company. Failure
to reach such an agreement will have a material adverse effect on the Company.
Prior to receiving Ms. Newman's notice terminating the Employment Agreement, Ms.
Newman served as Executive Vice President of the Company and President and Chief
Executive Officer of ARPEL at an annual base salary of $250,000. The Employment
Agreement also provided for a non-accountable expense allowance of $65,000 per
year, and prohibited Ms. Newman, during its term, from "engaging or being
interested in," as defined, any business which operates leased beauty cosmetics
departments or concessions in stores, or which acts as a direct vendor of or
advisor with respect to cosmetics or facial services to any store which is a
member of a retail group which the Company does business at the time Ms.
Newman's employment terminates, or which is competitive with the business
activities of a business which is using the "Adrien Arpel" name and trademark
under license from ARPEL at the time Ms. Newman's employment with the Company
terminates.
In September, 1991, the Company entered into an incentive compensation plan
agreement with Ms. Newman pursuant to which she was entitled to be paid an
annual bonus based on 11% of the annual pre-tax profits (as defined in the
agreement) of ARPEL, for each fiscal year during her employment commencing with
the fiscal year August 1, 1991 through July 31, 1994. No bonus compensation was
earned for fiscal 1994 since there were no pre-tax profits as calculated. Ms.
Newman is entitled to receive 1/3 of the revenues from television sale of
cosmetics after deducting direct expenses. For fiscal 1996 and 1995, and 1994
she received $3,448,105, $3,374,990 and $986,488 respectively from such
revenues.
Ms. Langlois has been providing consulting services to the Company at a rate of
$9,600 per annum, commencing in December 1992. This was increased to $16,800 per
annum effective November 1, 1994. These services consist of legal advice on
contract matters as requested by the Company, are not full time and may be
terminated by the Company at will. There is no written agreement between the
Company and Ms. Langlois.
Mrs. Fayer was retained to provide consulting services to the Company and ARPEL
commencing November 1, 1994 at an annual rate of $84,000. This was increased to
$290,000 per annum effective May 1, 1995 and $600,000 per annum effective
September 1, 1996. During September 1996, Mrs. Fayer was elected President of
the Company and has been serving as Chief Executive Officer since October 1996
when the acting Chairman of the Board and Chief Executive Officer, Mr. Jean
Farat resigned from the Company. Mrs. Fayer is responsible for overseeing the
management of the Company. There is no written agreement between the Company
and Mrs. Fayer.
5
<PAGE> 7
Ms. Jo Ann Segal is employed pursuant to an employment agreement dated October
23, 1996. This agreement terminates on the earliest to occur of (i) October 27,
1997 and (ii) the termination of Ms. Segal's employment for "good cause", as
therein defined. After October 27, 1997, this agreement may be terminated on 90
days prior written notice. Ms. Segal serves as Senior Vice President/ General
Manger of the Company at an annual base salary of $225,000, plus certain
benefits which do not exceed 10% of her compensation. Ms. Segal will also
receive stock options for 25,000 shares of the Company's Common Stock valued at
the closing price on the date of the grant with 10,000 shares becoming fully
exercisable after being employed by the Company for a period of one year and the
remaining 15,000 shares becoming fully exercisable after being employed by the
Company for a period of two years.
Ms. Michele Mas is employed pursuant to an employment agreement dated November
1, 1996. This agreement terminates on the earliest to occur of (i) November 1,
1998 and (ii) the termination of Ms. Mas' employment for "good cause", as
therein defined. Ms. Mas serves as Vice President/Marketing of the Company at an
annual base salary of $144,000, plus certain benefits which do not exceed 10% of
her compensation.
Mr. Ficke is currently earning $104,000 per annum. There is no written
employment agreement between the Company and Mr. Ficke.
COMPENSATION FOR SERVICE AS DIRECTOR
Each Director who was not also an officer or employee of the Company (Messrs.
Desjardins and Korda for fiscal 1996) received $650 per meeting and $200 for
telephonic participation. Directors who are officers or employees of the Company
receive no additional compensation for attendance at Board of Directors or
Committee meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Ms. Fayer, who is currently serving as President and Chief Executive Officer of
the Company, and Mr. Farat, who was the Company's Chief Executive Officer and is
no longer associated with the Company, participated in determining compensation
although each abstained in the consideration of their respective compensation as
a consultant and the Chief Executive Officer respectively.
6
<PAGE> 8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Following table sets forth certain information as of November 27, 1996,
regarding, (i) the share ownership of the Company by each person who is known to
the Company to be the beneficial owner of more than five percent (5%) of the
Company's outstanding Common Stock, (ii) the share ownership of the Company of
each director, (iii) the share ownership of the Company of the Named Executive
officers, and (iv) the share ownership of the Company of all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Amount of Common Stock Percent
of Beneficial Owner Beneficially Owned of Class(1)
------------------- ------------------ -----------
<S> <C> <C>
Elisabeth Fayer, 7,188,935(2) 61.3
3143040 Canada Inc.,
Fine Fragrances
Distribution, Inc. ("FFD")
720 Fifth Avenue
Jacques Desjardins 100,000 *
Elisabeth Fayer 100,000 *
Steven Korda 100,000 *
Suzanne Langlois 100,000 *
Adrienne Newman 625,000(3) 5.3
Jean Farat (4) 0 *
All Directors and Executive Officers
as a Group (6 Persons) 8,213,935 70.1
</TABLE>
* Less than 1%
(1) For purposes of computing these percentages, shares not outstanding but
beneficially held through contract rights, stock options or warrants
exercisable within 60 days from the date hereof are deemed outstanding
with respect to such individuals. Based upon 11,721,259 shares of Common
Stock outstanding on November 27, 1996.
(2) Consists of 7,188,935 shares of Common Stock which are owned of record by
FFD a wholly-owned subsidiary of 3143040 Canada, Inc. of which Elisabeth
Fayer is the sole owner. Elisabeth Fayer, through 3143040 Canada Inc.,
has investment and voting discretion with FFD with respect to all of such
shares.
(3) Represents 625,000 shares of Common Stock issuable upon exercise of
warrants. Such warrants are fully vested and have an exercise price of
$1.25 per share. 500,000 of such warrants expire on November 19, 1998 and
125,000 such warrants expire on July 31, 2001.
(4) Resigned as of October 23, 1996.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NONE
7
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Signatures Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALFIN, INC.
(Registrant)
Dated: November 27, 1996 /s/ ELISABETH FAYER
----------------------------------
Elisabeth Fayer
Chief Executive Officer, President
Dated: November 27, 1996 /S/ MICHAEL D. FICKE
----------------------------------
Michael D. Ficke
Secretary, Chief Financial Officer
8
