<PAGE> 1
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 1934
Date of Report: February 24, 1998
ALFIN, INC.
(Exact name of registrant as specified in charter)
Delaware 1-9135 13-3032734
Jurisdiction of Commission File I.R.S. Employer
Incorporation Number Identification Number
750 Fifth Avenue, New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number: (212) 333-7700
<PAGE> 2
Item 1. Changes in Control of Registrant.
Elisabeth Fayer, a former director and chief executive officer of the Company,
beneficially owns 7,188,935 shares of Common Stock which represents 61% of the
currently issued and outstanding Common Stock. On February 2, 1998, Ms. Fayer
granted options (collectively the "Options") to Barry W. Blank, Carol J. Lubin
and Janet M. Portelly (the "Blank Group") to purchase all of her shares at $0.25
per share for a period of 12 months commencing August 1, 1998. In connection
therewith, Ms. Fayer also granted to Mr. Blank the right to vote her shares (the
"Proxy") during the period that the Options remain outstanding.
Ms. Fayer granted the Options and the Proxy in consideration for the Blank
Group's agreement to immediately lend the Company $500,000 in the form of
convertible subordinated notes (the "Notes"), and Mr. Blank's agreement to use
his best efforts to provide the Company with no less than an additional $2
million in financing by April 30, 1998. The loan was made on February 16, 1998
The Notes bear interest at the rate of 12% per annum and are convertible
commencing August 1, 1998 into Common Stock at a price of $0.25 per share.
Interest is payable quarterly and principal is due on January 31, 2003.
In connection with the foregoing transactions, Mr. Blank was also given the
right to designate the Company's directors. Accordingly, in a Directors meeting
held on February 9, 1998, Ms. Fayer resigned and Mr. Blank replaced her. The
Company's current directors, in addition to Mr. Blank, are Jacques Desjardins,
Steven Korda and Suzanne Langlois. The Board has scheduled a meeting for March
5, 1998 at which Messrs. Desjardins and Korda and Ms. Langlois will resign, and
Barry Feiner, Joseph Giamenco and John E. McConnaughy, Jr. will be installed in
their places. Messrs. Feiner, Giamenco and McConnaughy are Mr. Blank's
designees. Mr. Feiner is Ms. Portelly's husband.
Mr. Blank has become the Company's Chairman of the Board, President and Chief
Executive and Operating Officer. Michael D. Ficke is currently the Company's
Vice President, Chief Financial Officer and Secretary, and Mary Panvini is the
Company's Vice President, General Manager - Retail Sales. Mr. Ficke and Ms.
Panvini will retain these positions. Except as set forth herein, Mr. Blank has
not specified to the Board any future plans he may have with respect to the
management and financing of the Company or the marketing of its products.
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.
ALFIN, INC.
By: s/ Michael D. Ficke
------------------------
Michael D. Ficke,
Secretary
Dated: February 24, 1998
