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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALFIN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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New York 13-3032734
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<S> <C>
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
720 Fifth Avenue 10019
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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Stock Options to each of Jacques Desjardins, Elisabeth Fayer, Steven Korda,
Suzanne Langlois and Walter M. Epstein to purchase up to 100,000 shares
of Common Stock each at $1.00 per share
Warrants to Adrienne Newman to purchase up to 875,000 shares of
Common Stock at $1.25 per share.
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Mr. Jean Farat
Alfin, Inc.
720 Fifth Avenue
New York, New York 10019
(212) 333-7700
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Copies to:
WALTER M. EPSTEIN, ESQ.
Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, NY 10112
(212) 698-7758
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING OF REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock ($.01 par value per share)(1).......... 500,000 $1.00 (2) $ 500,000 (2) $ 172.41 (2)
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Common Stock ($.01 par value per share)(3).......... 875,000 $1.25 (4) $1,093,750 (4) $ 377.16 (4)
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Total............................................... 1,375,000 -- -- $ 549.57
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(1) To be issued to each of Jacques Desjardins, Elisabeth Fayer, Steven
Korda, Suzanne Langlois and Walter M. Epstein upon exercise of stock
options.
(2) Estimated for calculation of registration fee only, pursuant to
Rule 457(h)(1) under the Securities Act of 1933, as amended, based on a
price of $1.00 per share.
(3) To be issued to Adrienne Newman upon exercise of certain warrants.
(4) Estimated for calculation of registration fee only, pursuant to
Rule 457(h)(1) under the Securities Act of 1933, as amended, based on
a price of $1.25 per share.
<PAGE> 2
PART I
The options and warrants being registered hereby were not issued
pursuant to Alfin, Inc.'s, a Delaware corporation (the "Company"), 1993 Stock
Option Plan.
On March 6, 1995, the Company's Board of Directors granted to each of
Jacques Desjardins, Elisabeth Fayer, Steven Korda, Suzanne Langlois and Walter
M. Epstein options ("Options") to purchase up to 100,000 shares of the Company's
Common Stock, $.01 par value per share, (the "Common Stock") at $1.00 per share.
Such action was ratified by the Company's shareholders at the Company's 1995
annual meeting.
The purpose of granting the Options to Jacques Desjardins, Elisabeth
Fayer, Steven Korda and Suzanne Langlois was to encourage them to continue their
efforts in promoting the long-term growth and profitability of the Company and
in the case of Walter Epstein to promote the long-term growth and business
developments of the Company.
The Options provide for the purchase of Common Stock at $1.00 per
share. This per share purchase price is in excess of the closing sales price for
shares of Common Stock of the Company on the American Stock Exchange on the date
of grant ($.9375). The Options may be exercised in whole or in part at any time
through December 31, 1999.
The Options are not transferable otherwise than by will or the laws of
descent and distribution and are exercisable during each grantee's lifetime,
only by each grantee. If any grantee dies, the person or persons to whom the
Options are transferred by will or the laws of descent and distribution may
exercise the Options at any time within 90 days from the date of death.
It is anticipated that the proceeds from the exercise, if ever, of the
Options will be utilized by the Company for working capital purposes and debt
pay down. The Options are subject to protection against dilution in certain
events, including stock splits, stock dividends and certain reorganizations,
mergers or consolidations involving the Company. There are no preemptive rights
associated with the Options or the shares of Common Stock of the Company
underlying the Options.
Based on the current capitalization of the Company, upon the exercise
by any grantee of the Options, such grantee will own shares which represent less
than 1% of the outstanding shares of Common Stock of the Company.
On November 19, 1993, the Board of Directors granted to Ms. Adrienne
Newman, Senior Vice President of the Company and President and Chief Executive
Officer of the Company's Adrien Arpel Inc. subsidiary, warrants (the "Warrants")
to purchase up to 1,000,000 shares of Common Stock of the Company. Such action
was ratified by the Company's shareholders at the Company's 1994 annual meeting.
The purpose of granting the Warrants to Ms. Newman was to encourage her
to remain in the employ of the Company and to give her added incentive to work
towards the long-term growth and profitability of the Company.
The Warrants provide for the purchase of Common Stock at $1.25 per
share. This per share purchase price represents the closing sales price for
shares of Common Stock of the Company on the American Stock Exchange on November
19, 1993, the date of grant of the Warrants. Of the 1,000,000 Warrants, 500,000
were immediately exercisable at any time through November 15, 1998. The
remaining 500,000 Warrants become exercisable at a rate of 125,000 Warrants per
fiscal year if pre tax profits of the Company exceed $2,000,000 for fiscal year
1995 and/or fiscal year 1996, and exceed $2,500,000 for fiscal year 1997 and/or
fiscal year 1998. A further condition for the vesting of the remaining 500,000
Warrants is that Ms. Newman is employed by the Company at the time of vesting.
The 125,000 Warrants to be vested in any fiscal year will expire if the earnings
condition for such fiscal year has not been met. As of the date hereof, 125,000
of the Warrants have expired due to the fact that the Company did not meet the
targets set forth above for fiscal 1995.
The Warrants are not transferable otherwise than by will or the laws of
descent and distribution and are exercisable during Ms. Newman's lifetime, only
by Ms. Newman.
It is anticipated that the proceeds from the exercise, if ever, of the
Warrants will be utilized by the Company for working capital purposes and debt
pay down. The Warrants are subject to protection against dilution in certain
events, including stock splits, stock dividends and certain reorganizations,
mergers or consolidations involving the Company. There are not preemptive rights
associated with the Warrants or the shares of Common Stock of the Company
underlying the 1993 Warrants.
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Based on the current capitalization of the Company, upon the exercise
by Ms. Newman of all of the Warrants, Ms. Newman would own 875,000 shares of
Common Stock of the Company, representing approximately 7.01% of the outstanding
shares of Common Stock of the Company.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
July 31, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1996.
(c) All other documents filed by Registrant after the date of this
Registration Statement under section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment to this Registration
Statement which deregisters the securities covered hereunder which
remain unsold, if any. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
(d) The description of the Common Stock in Registrant's Registration
Statement on Form 8-A filed under the Exchange Act on May 2, 1986, as
amended, which incorporates by reference a portion of the Company's
Registration Statement on Form S-1, as amended (File No. 2-85600).
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF COUNSEL NAMED EXPERTS.
Certain legal matters in connection with the issuance of the shares of
Common Stock being registered hereby are being passed upon by Rubin Baum Levin
Constant & Friedman, 30 Rockefeller Plaza, New York, New York 10112, counsel to
the Registrant. 100,000 shares of Common Stock issuable upon exercise of options
are being registered hereby for Walter M. Epstein, counsel of such firm.
Including such 100,000 shares of Common Stock, Mr. Epstein beneficially owns,
directly or indirectly, 100,000 shares of Common Stock of the registrant.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 6.6 of the Registrant's By-Laws, as amended effective October 19,
1987, provides for indemnification of officers, directors and other persons to
the full extent authorized by New York law. Amended Section 6.6 provides, among
other things, that officers, directors and certain other persons are indemnified
against judgments, fines, penalties, amounts paid in settlement and expenses,
unless the acts that formed the subject matter of such action were committed in
bad faith, or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or the director or officer
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled. In addition, advances of expenses, or defense of
an indemnified person may be made by the Registrant without a determination that
the person is entitled to indemnification, provided that the person undertakes
to repay such advances if it is finally determined that he or she was not
entitled to indemnification.
Article Eight of the Registrant's Certificate of Incorporation provides
that, subject to certain exceptions, no director of the Registrant shall be
personally liable to the Registrant or its shareholders for monetary damages for
such director's breach of fiduciary duty.
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Sections 721 through 726 of the New York Business Corporation law provide
for indemnification of officers and directors and other persons under certain
circumstances.
The directors and officers of the Registrant are insured under policies of
insurance maintained by the Registrant, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Rubin, Baum, Levin, Constant & Friedman.
10.1 Registrant's 1995 Director and Officer Plan.
10.2 Option Agreement dated as of April 28, 1995, between Registrant
and Jacques Desjardins.
10.3 Option Agreement dated as of April 28, 1995, between Registrant
and Elisabeth Fayer.
10.4 Option Agreement dated as of April 28, 1995, between Registrant
and Steven Korda.
10.5 Option Agreement dated as of April 28, 1995, between Registrant
and Suzanne Langlois.
10.6 Option Agreement dated as of April 28, 1995, between Registrant
and Walter M. Epstein.
10.7 Warrant Agreement dated as of November 19, 1993, between
Registrant and Adrienne Newman.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Rubin Baum Levin Constant & Friedman (contained in
opinion filed as Exhibit 5.1 to this Registration Statement).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts arising after the
effective date of the registration statement (or most recent
post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement, including (but
not limited to) any addition or election of a managing
underwriter.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
offered at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the company's annual report
pursuant to section 13(a) or 15(d) of the securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) That, Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the company pursuant to the foregoing
provisions, or otherwise, the company has been advised that the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
company will, unless in the opinion of its counsel that matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 28th day of May,
1996.
ALFIN INC.
BY: /s/ Jean Farat
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Jean Farat, Chairman of the Board
(Principal Executive Officer)
Each person whose signature appears below on this registration statement
hereby constitutes and appoints Jean Farat or his successor in office, with full
power to act as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities (until revoked in writing) to sign any and all
amendments (including post effective amendments and amendments thereto) to this
Registration Statement on Form S-8 of Alfin Inc. and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact or his substitute may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Jean Farat Chairman of the Board and May 28, 1996
- ------------------------------------------------------------ Chief Executive Officer
Jean Farat
/s/ Jacques Desjardins Director May 28, 1996
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Jacques Desjardins
/s/ Elisabeth Fayer Director May 28, 1996
- ------------------------------------------------------------
Elisabeth Fayer
/s/ Steven Korda Director May 28, 1996
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Steven Korda
/s/ Suzanne Langlois Director May 28, 1996
- ------------------------------------------------------------
Suzanne Langlois
/s/ Michael D. Ficke Vice President, Chief Finan- May 28, 1996
- ------------------------------------------------------------ cial Officer and Secretary
Michael D. Ficke (Principal Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
5.1 Opinion of Rubin, Baum, Levin, Constant & Friedman.
10.1 Registrant's 1995 Director and Officer Plan.
10.2 Option Agreement dated as of April 28, 1995, between Registrant
and Jacques Desjardins.
10.3 Option Agreement dated as of April 28, 1995, between Registrant
and Elisabeth Fayer.
10.4 Option Agreement dated as of April 28, 1995, between Registrant
and Steven Korda.
10.5 Option Agreement dated as of April 28, 1995, between Registrant
and Suzanne Langlois.
10.6 Option Agreement dated as of April 28, 1995, between Registrant
and Walter M. Epstein.
10.7 Warrant Agreement dated as of November 19, 1993, between
Registrant and Adrienne Newman.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Rubin Baum Levin Constant & Friedman (contained in
opinion filed as Exhibit 5.1 to this Registration Statement).
<PAGE> 1
[RUBIN BAUM LEVIN CONSTANT & FRIEDMAN LETTERHEAD]
May 28, 1996
Board of Directors
Alfin, Inc.
720 Fifth Avenue
New York, New York 10019
RE: Registration Statement on Form S-8 with the Securities
and Exchange Commission
Ladies and Gentlemen:
We have acted as counsel to Alfin Inc., a New York corporation (the
"Company"), in connection with the preparation by the Company of its
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), to which this opinion is to be filed as an
exhibit. The Registration Statement relates to the issuance by the Company of
1,375,000 shares (the "Shares") of the Company's common stock, par value $.01
per share (the "Common Stock"), upon the exercise of certain stock options (the
"Stock Options") and warrants (the "Warrants").
As counsel to the Company, we have examined such corporate records,
documents, agreements, certificates of public officials (as to which we have
made no independent investigation) and such matters of law as we have considered
necessary or appropriate for the purpose of this opinion. In all such
examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures on original or certified,
conformed or reproduction copies of documents of all parties, the authenticity
of original and certified documents and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction copies.
<PAGE> 2
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
Board of Directors
Alfin, Inc.
May 28, 1996
Page 2
Upon the basis of such examination, we advise you that in our opinion
the Shares, if and when issued in accordance with the terms and conditions of
the Stock Options and the Warrants, will be legally issued, fully paid and
nonassessable.
We are members of the New York Bar, and the opinions expressed herein
are limited to questions arising under the laws of the State of New York and the
Federal law of the United States, and we disclaim any opinion whatsoever with
respect to matters governed by the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is solely for your benefit and may not be used,
circulated, quoted or otherwise referred to for any purpose except as
hereinabove provided, without our express written permission.
Very truly yours,
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
<PAGE> 1
ALFIN, INC.
1995 DIRECTOR AND OFFICER PLAN
The purpose of the Alfin, Inc., 1995 Director and Officer
Plan (the "Plan") is to advance the interests of Alfin, Inc., a New York
corporation (the "Company"), by providing an opportunity for ownership of the
stock of the Company by each of Jacques Desjardins, Elisabeth Fayer, Steven
Korda, Suzanne Langlois and Walter M. Epstein. By providing such opportunity,the
Company seeks to attract and retain such qualified personnel, and otherwise to
provide additional incentive for grantees to promote the success of the Company.
The total number of shares of the authorized but unissued or
treasury shares of the common stock, $.01 par value per share, of the Company
(the "Common Stock") for which options (the "Options") to be granted under the
Plan shall be 500,000, with options to purchase 100,000 shares of Common Stock
to be granted to each of Jacques Desjardins, Elisabeth Fayer, Steven Korda,
Suzanne Langlois and Walter M. Epstein. The terms of the Options are set forth
in the form of Stock Option Agreement ("Agreement") attached hereto as Exhibit A
and made a part hereof.
Stock issuable upon exercise of an Option may be subject to
such restrictions on transfer, repurchase rights or other restrictions as shall
be determined by the Board of Directors of the Company (the "Board").
The Plan shall be administered by the Board. No member of
the Board shall act upon any matter exclusively affecting any Option granted or
to be granted to himself or herself under the Plan. A majority of the members of
the Board shall constitute a quorum, and any action may be taken by a majority
of those present and voting at any meeting. The decision of the Board as to all
questions of interpretation and application of the Plan shall be final, binding
and conclusive on all persons. The Board shall have authority, subject to the
express provisions of the Plan, to construe the respective Option agreements and
the Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the respective Option agreements,
which may but need not be identical, and to make all other determinations in the
judgment of the Board necessary or desirable for the administration of the Plan.
The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Option agreement in the manner and to the
extent it shall deem expedient to implement the Plan and shall be the sole and
final judge of such expediency. No director shall be liable for any action or
determination made in good faith.
<PAGE> 2
Options granted pursuant to the Plan shall be authorized by
action of the Board and shall be designated as non-qualified options which are
not intended to meet the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
Each Option shall be evidenced by an Agreement duly executed
on behalf of the Company and by the grantee to whom such Option is granted,
which Agreement shall comply with and be subject to the terms and conditions of
the Plan. The Agreement may contain such other terms, provisions and conditions
which are not inconsistent with the Plan as may be determined by the Board. No
Option shall be granted within the meaning of the Plan and no purported grant of
any Option shall be effective until the Agreement shall have been duly executed
on behalf of the Company and the grantee.
Upon dissolution or liquidation of the Company, all Options
granted under this Plan shall terminate, but each grantee (if at such time in
the employ of or otherwise associated with the Company or any of its
subsidiaries as a director, agent or consultant) shall have the right,
immediately prior to such dissolution or liquidation, to exercise his or her
Option to the extent then exercisable.
In the event that the Company shall deem it necessary or
desirable to register under the 1933 Act or other applicable statutes any shares
with respect to which an Option shall have been exercised, or to qualify any
such shares for exemption from the 1933 Act or other applicable statutes, then
the Company may take such action and may require from each grantee such
information in writing for use in any registration statement, supplementary
registration statement, prospectus, preliminary prospectus or offering circular
as is reasonably necessary for such purpose and may require reasonable indemnity
to the Company and its officers and directors from such holder against all
losses, claims, damages and liabilities arising from such use of the information
so furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.
Subject to any applicable limitations contained herein, the
Board may authorize the amendment of any outstanding Option with the consent of
the grantee when and subject to such conditions as are deemed to be in the best
interests of the Company and in accordance with the purposes of the Plan.
The Plan shall become effective upon adoption by a majority
of the outstanding shares of the Company entitled to vote thereon no later than
twelve (12) months after the date of adoption of the Plan by the Board. Should
the shareholders of the Company fail to approve the Plan within such
twelve-month period, all Options granted thereunder shall be and become null and
void.
-2-
<PAGE> 3
Unless sooner terminated as herein provided, the Plan shall
terminate on December 31, 1999. The Board may at any time terminate the Plan or
make such modification or amendment thereof as it deems advisable; provided,
however, (i) the Board may not, without the approval of the shareholders of the
Company increase the maximum number of shares for which Options may be granted
or change the designation of the class of persons eligible to receive Options
under the Plan, and (ii) any such modification or amendment of the Plan shall be
approved by a majority of the shareholders of the Company to the extent that
such shareholder approval is necessary to comply with applicable provisions of
the Code, rules promulgated pursuant to Section 16 of the Exchange Act,
applicable state law, or applicable NASD or exchange listing requirements.
Termination or any modification or amendment of the Plan shall not, without the
consent of a grantee, affect his or her rights under an Option theretofore
granted to him or her.
-3-
<PAGE> 1
STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
THIS AGREEMENT made as of April 28, 1995, between Alfin, Inc.,
a New York corporation (hereinafter called the "Company"), and Jacques
Desjardins (hereinafter called the "Optionee").
W I T N E S S E T H:
WHEREAS, the grant of an option covering the purchase of
100,000 shares of the Company's Common Stock (hereinafter called the "Grant")
was approved by a majority of the shareholders of the Company entitled to vote
at a meeting held on April 28, 1995; and
WHEREAS, the Company is making the Grant upon the terms
and conditions hereinafter contained;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the parties hereby enter into this Stock Option Agreement
(hereinafter call the "Agreement") upon the following terms and conditions:
1. The Company hereby grants to the Optionee the option
(the "Option") to purchase all or part of an aggregate of
100,000 shares of Common Stock at a purchase price of $1.00
per share. The Option is not intended to qualify as an
incentive stock option under Section 422A of the Internal
Revenue Code of 1986, as amended. The Option shall terminate
entirely at the close of business on December 31, 1999, and
may be exercised in whole or in part at any time prior to
expiration.
2. The Option is not transferable by the Optionee
otherwise than by will or the laws of descent and
distribution, and is exercisable, during his lifetime, only by
the Optionee.
3. In the event of the death of the Optionee it may be
exercised for a period of 90 days thereafter by the person or
persons to whom the Option is transferred by will or the laws
of descent and distribution.
<PAGE> 2
4. The Option may be exercisable only by written notice
to the Secretary of the Company as provided in Section 8
hereof. Such notice shall state the election to exercise the
Option and the number of shares in respect of which it is
being exercised and shall be signed by the Optionee. The
certificate or certificates of the shares as to which the
Option shall have been exercised will be registered only in
the name of the person exercising the Option. In the event the
Option becomes exercisable by another person or persons upon
the death of the Optionee, the notice of exercise shall be
accompanied by appropriate proof of the right to exercise the
Option.
5. At the time of exercise of the Option and prior to
the delivery of such shares, the Optionee shall pay in cash to
the Company the aggregate option price of all shares purchased
pursuant to an exercise of the Option. All payments shall be
made by check payable to the order of the Company. In lieu of
making payment in cash for the aggregate option price of
shares purchased pursuant to the exercise of the Option, the
Optionee may make such payment (i) by delivery to the Company
of Common Stock owned by the Optionee having a fair market
value at least equal to the aggregate option price or (ii)
partly in cash and partly by delivery of Common Stock. The
fair market value shall be established in accordance with any
reasonable valuation methods determined by the Committee. If
the fair market value of Common Stock so delivered exceeds the
aggregate option price (or part thereof), the Company will pay
to the Optionee in cash an amount equal to the fair market
value of the fractional portion of any share of Common Stock
so delivered and not applied by the Company in payment of the
option price and a certificate for any whole shares of Common
Stock not required to be applied by the Company in payment of
the option price. The Optionee shall not have any of the
rights and privileges of a stockholder of the Company with
respect to the shares delivered upon any exercise of the
Option unless and until certificates representing such shares
shall have been delivered to him.
-2-
<PAGE> 3
6. The Optionee agrees that any resale of the shares
received upon any exercise of the Option shall be made in
compliance with the registration requirements of the
Securities Act of 1933 as amended or an applicable exemption
therefrom and to promptly provide the Company with such
representations, certificates and other assurances of
compliance with such registration requirements as the Company
shall from time to time reasonably request. If the Optionee is
an "affiliate" of the Company within the meaning of Rule 144
under such Act, the Optionee agrees that any resale of the
shares received upon any exercise of the Option shall be made
in compliance with the registration requirements of such Act
or an applicable exemption therefrom, including without
limitation the exemption provided by Rule 144.
7. In the event that, prior to the delivery by the
Company of all of the shares of Common Stock in respect of
which the Option is granted, the number of outstanding shares
of Common Stock of the Company shall be changed through the
declaration of stock dividends, stock splits, recapitalization
or other change affecting the outstanding Common Stock, the
remaining number of shares of Common Stock still subject to
the Option and the purchase price thereof shall be
appropriately adjusted by the Committee.
8. Any notice to be given to the Company shall be
addressed to the Secretary of the Company at 720 Fifth Avenue,
New York, New York 10019 and any notice to be given to the
Optionee shall be addressed to him at his residence as it may
appear on the records of the Company or at such other address
as either party may hereafter designate in writing to the
other.
9. The Agreement shall be binding upon and inure to the
benefit of the parties hereto and any successors to the
business of tie Company, but this Agreement shall not be
assignable by the Optionee.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto as of the date and year first above written.
-3-
<PAGE> 4
ALFIN, INC.
By: /s/ Mayer D. Moyal, Chairman
______________________________
Mayer D. Moyal, Chairman
/s/ Jacques Dejardins
_________________________________
Jacques Dejardins, Optionee
-4-
<PAGE> 1
STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
THIS AGREEMENT made as of April 28, 1995, between Alfin, Inc.,
a New York corporation (hereinafter called the "Company"), and Elisabeth Fayer
(hereinafter called the "Optionee").
W I T N E S S E T H:
WHEREAS, the grant of an option covering the purchase of
100,000 shares of the Company's Common Stock (hereinafter called the "Grant")
was approved by a majority of the shareholders of the Company entitled to vote
at a meeting held on April 28, 1995; and
WHEREAS, the Company is making the Grant upon the terms
and conditions hereinafter contained;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the parties hereby enter into this Stock Option Agreement
(hereinafter call the "Agreement") upon the following terms and conditions:
1. The Company hereby grants to the Optionee the option
(the "Option") to purchase all or part of an aggregate of
100,000 shares of Common Stock at a purchase price of $1.00
per share. The Option is not intended to qualify as an
incentive stock option under Section 422A of the Internal
Revenue Code of 1986, as amended. The Option shall terminate
entirely at the close of business on December 31, 1999, and
may be exercised in whole or in part at any time prior to
expiration.
2. The Option is not transferable by the Optionee
otherwise than by will or the laws of descent and
distribution, and is exercisable, during his lifetime, only by
the Optionee.
3. In the event of the death of the Optionee it may be
exercised for a period of 90 days thereafter by the person or
persons to whom the Option is transferred by will or the laws
of descent and distribution.
<PAGE> 2
4. The Option may be exercisable only by written notice
to the Secretary of the Company as provided in Section 8
hereof. Such notice shall state the election to exercise the
Option and the number of shares in respect of which it is
being exercised and shall be signed by the Optionee. The
certificate or certificates of the shares as to which the
Option shall have been exercised will be registered only in
the name of the person exercising the Option. In the event the
Option becomes exercisable by another person or persons upon
the death of the Optionee, the notice of exercise shall be
accompanied by appropriate proof of the right to exercise the
Option.
5. At the time of exercise of the Option and prior to
the delivery of such shares, the Optionee shall pay in cash to
the Company the aggregate option price of all shares purchased
pursuant to an exercise of the Option. All payments shall be
made by check payable to the order of the Company. In lieu of
making payment in cash for the aggregate option price of
shares purchased pursuant to the exercise of the Option, the
Optionee may make such payment (i) by delivery to the Company
of Common Stock owned by the Optionee having a fair market
value at least equal to the aggregate option price or (ii)
partly in cash and partly by delivery of Common Stock. The
fair market value shall be established in accordance with any
reasonable valuation methods determined by the Committee. If
the fair market value of Common Stock so delivered exceeds the
aggregate option price (or part thereof), the Company will pay
to the Optionee in cash an amount equal to the fair market
value of the fractional portion of any share of Common Stock
so delivered and not applied by the Company in payment of the
option price and a certificate for any whole shares of Common
Stock not required to be applied by the Company in payment of
the option price. The Optionee shall not have any of the
rights and privileges of a stockholder of the Company with
respect to the shares delivered upon any exercise of the
Option unless and until certificates representing such shares
shall have been delivered to him.
-2-
<PAGE> 3
6. The Optionee agrees that any resale of the shares
received upon any exercise of the Option shall be made in
compliance with the registration requirements of the
Securities Act of 1933 as amended or an applicable exemption
therefrom and to promptly provide the Company with such
representations, certificates and other assurances of
compliance with such registration requirements as the Company
shall from time to time reasonably request. If the Optionee is
an "affiliate" of the Company within the meaning of Rule 144
under such Act, the Optionee agrees that any resale of the
shares received upon any exercise of the Option shall be made
in compliance with the registration requirements of such Act
or an applicable exemption therefrom, including without
limitation the exemption provided by Rule 144.
7. In the event that, prior to the delivery by the
Company of all of the shares of Common Stock in respect of
which the Option is granted, the number of outstanding shares
of Common Stock of the Company shall be changed through the
declaration of stock dividends, stock splits, recapitalization
or other change affecting the outstanding Common Stock, the
remaining number of shares of Common Stock still subject to
the Option and the purchase price thereof shall be
appropriately adjusted by the Committee.
8. Any notice to be given to the Company shall be
addressed to the Secretary of the Company at 720 Fifth Avenue,
New York, New York 10019 and any notice to be given to the
Optionee shall be addressed to him at his residence as it may
appear on the records of the Company or at such other address
as either party may hereafter designate in writing to the
other.
9. The Agreement shall be binding upon and inure to the
benefit of the parties hereto and any successors to the
business of tie Company, but this Agreement shall not be
assignable by the Optionee.
-3-
<PAGE> 4
IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto and shall be effective as of the date and year first above
written.
ALFIN, INC.
By: /s/ Jean Farat
________________________________
Jean Farat, Chairman
/s/ Elisabeth Fayer
___________________________________
Elisabeth Fayer, Optionee
-4-
<PAGE> 1
STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
THIS AGREEMENT made as of April 28, 1995, between Alfin, Inc.,
a New York corporation (hereinafter called the "Company"), and Steven Korda
(hereinafter called the "Optionee").
W I T N E S S E T H:
WHEREAS, the grant of an option covering the purchase of
100,000 shares of the Company's Common Stock (hereinafter called the "Grant")
was approved by a majority of the shareholders of the Company entitled to vote
at a meeting held on April 28, 1995; and
WHEREAS, the Company is making the Grant upon the terms
and conditions hereinafter contained;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the parties hereby enter into this Stock Option Agreement
(hereinafter call the "Agreement") upon the following terms and conditions:
1. The Company hereby grants to the Optionee the option (the
"Option") to purchase all or part of an aggregate of 100,000
shares of Common Stock at a purchase price of $1.00 per share.
The Option is not intended to qualify as an incentive stock
option under Section 422A of the Internal Revenue Code of
1986, as amended. The Option shall terminate entirely at the
close of business on December 31, 1999, and may be exercised
in whole or in part at any time prior to expiration.
2. The Option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution, and is
exercisable, during his lifetime, only by the Optionee.
3. In the event of the death of the Optionee it may be
exercised for a period of 90 days thereafter by the person or
persons to whom the Option is transferred by will or the laws
of descent and distribution.
1
<PAGE> 1
STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
THIS AGREEMENT made as of April 28, 1995, between Alfin, Inc.,
a New York corporation (hereinafter called the "Company"), and Suzanne Langlois
(hereinafter called the "Optionee").
W I T N E S S E T H:
WHEREAS, the grant of an option covering the purchase of
100,000 shares of the Company's Common Stock (hereinafter called the "Grant")
was approved by a majority of the shareholders of the Company entitled to vote
at a meeting held on April 28, 1995; and
WHEREAS, the Company is making the Grant upon the terms
and conditions hereinafter contained;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the parties hereby enter into this Stock Option Agreement
(hereinafter call the "Agreement") upon the following terms and conditions:
1. The Company hereby grants to the Optionee the option (the
"Option") to purchase all or part of an aggregate of 100,000
shares of Common Stock at a purchase price of $1.00 per share.
The Option is not intended to qualify as an incentive stock
option under Section 422A of the Internal Revenue Code of
1986, as amended. The Option shall terminate entirely at the
close of business on December 31, 1999, and may be exercised
in whole or in part at any time prior to expiration.
2. The Option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution, and is
exercisable, during his lifetime, only by the Optionee.
3. In the event of the death of the Optionee it may be
exercised for a period of 90 days thereafter by the person or
persons to whom the Option is transferred by will or the laws
of descent and distribution.
1
<PAGE> 1
STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
THIS AGREEMENT made as of April 28, 1995, between Alfin, Inc.,
a New York corporation (hereinafter called the "Company"), and Walter M. Epstein
(hereinafter called the "Optionee").
W I T N E S S E T H:
WHEREAS, the grant of an option covering the purchase of
100,000 shares of the Company's Common Stock (hereinafter called the "Grant")
was approved by a majority of the shareholders of the Company entitled to vote
at a meeting held on April 28, 1995; and
WHEREAS, the Company is making the Grant upon the terms
and conditions hereinafter contained;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the parties hereby enter into this Stock Option Agreement
(hereinafter call the "Agreement") upon the following terms and conditions:
1. The Company hereby grants to the Optionee the option
(the "Option") to purchase all or part of an aggregate of
100,000 shares of Common Stock at a purchase price of $1.00
per share. The Option is not intended to qualify as an
incentive stock option under Section 422A of the Internal
Revenue Code of 1986, as amended. The Option shall terminate
entirely at the close of business on December 31, 1999, and
may be exercised in whole or in part at any time prior to
expiration.
2. The Option is not transferable by the Optionee
otherwise than by will or the laws of descent and
distribution, and is exercisable, during his lifetime, only by
the Optionee.
3. In the event of the death of the Optionee it may be
exercised for a period of 90 days thereafter by the person or
persons to whom the Option is transferred by will or the laws
of descent and distribution.
<PAGE> 2
4. The Option may be exercisable only by written notice
to the Secretary of the Company as provided in Section 8
hereof. Such notice shall state the election to exercise the
Option and the number of shares in respect of which it is
being exercised and shall be signed by the Optionee. The
certificate or certificates of the shares as to which the
Option shall have been exercised will be registered only in
the name of the person exercising the Option. In the event the
Option becomes exercisable by another person or persons upon
the death of the Optionee, the notice of exercise shall be
accompanied by appropriate proof of the right to exercise the
Option.
5. At the time of exercise of the Option and prior to
the delivery of such shares, the Optionee shall pay in cash to
the Company the aggregate option price of all shares purchased
pursuant to an exercise of the Option. All payments shall be
made by check payable to the order of the Company. In lieu of
making payment in cash for the aggregate option price of
shares purchased pursuant to the exercise of the Option, the
Optionee may make such payment (i) by delivery to the Company
of Common Stock owned by the Optionee having a fair market
value at least equal to the aggregate option price or (ii)
partly in cash and partly by delivery of Common Stock. The
fair market value shall be established in accordance with any
reasonable valuation methods determined by the Committee. If
the fair market value of Common Stock so delivered exceeds the
aggregate option price (or part thereof), the Company will pay
to the Optionee in cash an amount equal to the fair market
value of the fractional portion of any share of Common Stock
so delivered and not applied by the Company in payment of the
option price and a certificate for any whole shares of Common
Stock not required to be applied by the Company in payment of
the option price. The Optionee shall not have any of the
rights and privileges of a stockholder of the Company with
respect to the shares delivered upon any exercise of the
Option unless and until certificates representing such shares
shall have been delivered to him.
-2-
<PAGE> 3
6. The Optionee agrees that any resale of the shares
received upon any exercise of the Option shall be made in
compliance with the registration requirements of the
Securities Act of 1933 as amended or an applicable exemption
therefrom and to promptly provide the Company with such
representations, certificates and other assurances of
compliance with such registration requirements as the Company
shall from time to time reasonably request. If the Optionee is
an "affiliate" of the Company within the meaning of Rule 144
under such Act, the Optionee agrees that any resale of the
shares received upon any exercise of the Option shall be made
in compliance with the registration requirements of such Act
or an applicable exemption therefrom, including without
limitation the exemption provided by Rule 144.
7. In the event that, prior to the delivery by the
Company of all of the shares of Common Stock in respect of
which the Option is granted, the number of outstanding shares
of Common Stock of the Company shall be changed through the
declaration of stock dividends, stock splits, recapitalization
or other change affecting the outstanding Common Stock, the
remaining number of shares of Common Stock still subject to
the Option and the purchase price thereof shall be
appropriately adjusted by the Committee.
8. Any notice to be given to the Company shall be
addressed to the Secretary of the Company at 720 Fifth Avenue,
New York, New York 10019 and any notice to be given to the
Optionee shall be addressed to him at his residence as it may
appear on the records of the Company or at such other address
as either party may hereafter designate in writing to the
other.
9. The Agreement shall be binding upon and inure to the
benefit of the parties hereto and any successors to the
business of tie Company, but this Agreement shall not be
assignable by the Optionee.
-3-
<PAGE> 4
IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto as of the date and year first above written.
ALFIN, INC.
By: /s/ Mayer D. Moyal
________________________________
Mayer D. Moyal, Chairman
/s/ Walter M. Epstein
___________________________________
Walter M. Epstein, Optionee
-4-
<PAGE> 1
WARRANT AGREEMENT
THIS AGREEMENT, dated as of November 19, 1993, by and between ALFIN,
INC., a New York corporation having its principal place of business at 720 Fifth
Avenue, New York, New York 10019 (the "Company") and ADRIENNE NEWMAN, an
individual residing at 2 East End Avenue, Penthouse C, New York, New York 10021
("Executive").
W I T N E S S E T H:
WHEREAS, simultaneously with the execution of this Agreement, the
Company and Executive are executing Amendment No. 2 to Executive's employment
agreement (the "Employment Agreement");
WHEREAS, as additional compensation to Executive under the Employment
Agreement, the Company desires to grant Executive, subject to ratification by
the vote of a majority of the Company's shareholders, warrants (the "Warrants")
to purchase an aggregate of 1,000,000 shares of the common stock, $.01 per value
per share, of the Company (the "Common Stock"), in accordance with the terms and
conditions hereinafter set forth; and
WHEREAS, this Agreement shall only become effective when and if the
shareholders of the Company ratify the execution of this Warrant Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto hereby agree as follows:
<PAGE> 2
1. Grant of Warrants. (a) As additional consideration for
Executive's agreeing to amend the Employment Agreement, the Company hereby
grants to Executive, subject to ratification by the vote of a majority of the
Company's stockholders, Warrants to purchase all or part of an aggregate of
1,000,000 fully paid and non-assessable shares of the Company's Common Stock at
a purchase price of $1.25 per share, which represents the closing price per
share of the Common Stock on the American Stock Exchange on the date hereof.
(b) Of the 1,000,000 Warrants, 500,000 may be exercised at any
time commencing on the date of shareholder approval as contemplated by Section 5
("Approval Date") through November 15, 1998. The balance shall become
exercisable, assuming shareholder approval, at the rate of 125,000 shares per
fiscal year (August 1 through July 31) if pre-tax profits of the Company exceed
$2,000,000 for fiscal 1995, $2,000,000 for fiscal 1996, $2,500,000 for fiscal
1997 and $2,500,000 for fiscal 1998. Any Warrants not earned in a given fiscal
year shall be cancelled. No Warrants shall be earned for any fiscal year in
which Executive has no been continuously employed. Each 125,000 Warrants earned
shall be exercisable for a period of three years from the end of the fiscal year
on which they were earned.
(c) The Warrants are not transferable by Executive otherwise
than by will or the laws of descent and distribution and are exercisable during
her lifetime, only by Executive.
-2-
<PAGE> 3
(d) If Executive shall cease being an employee of the Company
by reason of death, the person or persons to whom the Warrants are transferred
by will or the laws of descent and distribution may exercise the Warrants to the
extent that Executive was entitled to do so on the date of her death, at any
time thereafter through the date of expiration of the Warrants.
2. Exercise of Warrants. (a) The Warrants may be exer- cised only
by written notice to the Secretary of the Company. Such notice shall state the
election to exercise the Warrants and the number of Warrants in respect of which
it is being exercised and shall be signed by Executive. The certificates for the
shares as to which the Warrants shall have been exercised will be registered
only in the name of the person exercising the Warrants. In the event the
Warrants become exercisable by another person upon the death of Executive, the
notice of exercise shall be accompanied by appropriate proof of the right to
exercise the Warrants.
(b) At the time of exercise of the Warrants and prior to the
delivery of the underlying shares of Common Stock, Executive shall pay in cash
to the Company the aggregate exercise price for all shares purchased pursuant to
an exercise of the Warrants. All payments shall be made by certified check or
bank cashier's check payable to the order of the Company. Executive shall not
have any of the rights and privileges (including, without limitation, voting and
dividend rights) of a shareholder of the Company with respect to the shares
issuable upon any
-3-
<PAGE> 4
exercise of the Warrants unless and until such shares have been issued and
certificates representing such shares shall have been delivered to her.
3. Purchase for Investment and Transferability of Common
Stock Underlying the Warrants.
(a) Executive represents and acknowledges that (i) she will
acquire any shares of Common Stock issued upon any exercise of the Warrants for
her own account for investment only and not with a view to any resale or
distribution thereof to other persons, (ii) she has such knowledge and
experience in financial and business matters that she is capable of evaluating
the merits and risks of the investment represented by such shares; and (iii) she
is able to bear the economic risks of such investment, including, without
limitation, the risk that such investment may have to be held indefinitely by
her and the risk of complete loss of the investment.
(b) The Company has not registered and does not currently
intend to register under the Securities Act of 1933, as amended (the "Act"), or
any state law, any shares of Common Stock issuable upon any exercise of the
Warrants. Executive agrees that any resale of the shares received upon any
exercise of the Warrants shall be made in compliance with the registration
requirements of the Securities Act and state law or an applicable exemption
therefrom and to promptly provide the Company with such representation,
certificates and other assurances of compliance with such registration
requirements as the Company shall from
-4-
<PAGE> 5
time to time reasonable request. Until the Company determines, in its sole
discretion, that the registration requirements of the Act and state law no
longer apply (i) the transfer records of the Company shall bear notations
restricting the transfer of the Common Stock issuable upon exercise of the
Warrants, (ii) a stop transfer order shall be entered with the Company's
transfer agent with respect to such shares and (iii) the certificate
representing such shares shall bear the following legends:
"The shares represented by this certificate are
subject to the restrictions on transfer contained in the
Warrant Agreement, dated as of November 19, 1993, between
Alfin, Inc. and Adrienne Newman, a copy of which is on file in
the office of the Secretary of the Company. No transfer of
such shares will be made on the books of the Company unless
accompanied by evidence of compliance with the terms and
conditions of such Agreement.
"The shares represented by this certificate have been
purchased for investment within the meaning of the Securities
Act of 1933, as amended (the "Act"), and have not been
registered under the Act or state law. Such shares may not be
sold, transferred, pledged or hypothecated without an
effective registration statement under the Act and state law
unless the Company determines, in its sole discretion, that
the proposed transaction is exempt from registration."
(c) The Company agrees that if it files a registration
statement with respect to shares of Common Stock owned by an officer or director
of the Company (other than a registration statement on From S-8 or other form
which does not include the same information as it would be required in a form
for the general registration of securities) it will include within such
registration statement the shares of Common Stock underlying the
-5-
<PAGE> 6
Warrants granted to Executive to the extent that the Employee then has vested
rights under the Warrant Agreement to purchase such shares. The terms for such
inclusion shall be equal to the most favorable terms granted to any officer or
director included in such registration statement.
4. Protection Against Dilution. If, prior to the delivery by the
Company of all of the shares of Common Stock underlying the Warrants, the number
of outstanding shares of Common Stock of the Company shall be changed through
the declaration of stock dividends, stock splits, recapitalization or other
changes affecting the outstanding Common Stock, the remaining number of shares
of Common Stock underlying the Warrants and the purchase price thereof shall be
appropriately adjusted by the Company.
5. Ratification by Shareholders. Notwithstanding any provision of
this Agreement to the contrary, this Agreement shall be submitted to the
shareholders of the Company for their ratification no later than the next annual
meeting of shareholders and the Warrants may not be exercised an no Common Stock
will be issued hereunder until this Agreement has been ratified by a majority
vote of the shareholders.
6. Miscellaneous. (a) The Company shall have final authority to
interpret and construe this Agreement and to make any and all determinations
under it, and its decisions shall be binding and conclusive upon Executive and
her legal representatives in respect of any questions arising under this
Agreement.
-6-
<PAGE> 7
(b) Any notice to be given to the Company hereunder shall be
addressed to the Secretary of the Company at 720 Fifth Avenue, New York, New
York 10019, and any notice to be given to Executive shall be in writing
addressed to her at her residence as it may appear on the records of the Company
or at such other address as either as either party may hereafter designate in
writing to the other.
(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and any of their permitted successors, but this
Agreement shall not be assignable by Executive.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date and year first above written.
ALFIN, INC.
By: /s/ Mayer Moyal
______________________________
Mayer Moyal, Chairman
/s/ Adrienne Newman
_________________________________
Adrienne Newman
-7-
<PAGE> 1
[ARTHUR ANDERSON LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in the Form S-8 of our report dated October 30, 1995 included in
Alfin, Inc.'s Form 10-K for the year ended July 31, 1995 and to all references
to our Firm included in this registration statement.
/s/ Arthur Anderson LLP
MAY 21, 1996
