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 (Date of earliest event reported): January 23, 1997
Alfa International Corp.
(Exact name of registrant as specified in its charter)
New Jersey 0-17264 22-2216835
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
50 So. Buckhout Street, Irvington, N.Y. 10533
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 914-591-1994
(Former name or former address if changed since last report)
Item 2. Acquisition or Disposition of Assets
On January 23, 1997, Alfa International Corp. (the
"Registrant"), acquired Ty-Breakers (NY) Corp. ("Ty-Breakers") as
a wholly owned subsidiary by means of the merger of Ty-Breakers
with and into Alfa Acquisition Corp. ("AAC"), a wholly owned
subsidiary of the Registrant (the "Merger").
Ty-Breakers is a privately-held company, organized under the
laws of the State of New York, which is engaged in the business of
manufacturing and marketing apparel, mostly jackets, made from
Tyvek (R) and Kensel. Tyvek is a registered trademark of the DuPont
Company. Kensel is a trademark of Ty-Breakers used to identify Ty-
Breakers' patented fabric material. As previously reported Ty-
Breakers purchased substantially all of the assets of the
Registrant on March 31, 1993.
In connection with the Merger, the Registrant will issue up
to 984,408 shares of its $.01 par value common stock ("Common
Stock") to the shareholders of Ty-Breakers in exchange for all of
the outstanding capital stock of Ty-Breakers.
Pursuant to the terms of an Investment Banking Agreement dated
December 6, 1996 among the Registrant, Old Dominion Growth Fund
Limited, a British Virgin Islands corporation and the Registrant's
investment banker ("Old Dominion"), Frank J. Drohan and Auto-
Pilot, Inc., a Delaware corporation ("API"), the Registrant has
received the proceeds of a $100,000 short term loan from Old
Dominion and has issued 1,250,000 shares of its Common Stock to Old
Dominion. Additionally, under a stock grant approved by the Board
of Directors, the Registrant issued 164,175 shares of its Common
Stock to its President, Frank J. Drohan and 60,000 shares of its
Common Stock to its Vice-President, Charles P. Kuczynski, all at
a price of $.01 per share.
Mr. Drohan is an executive officer, one of the two members of
the Board of Directors and a principal shareholder of the
Registrant, as well as the principal shareholder, a director and
an executive officer of Ty-Breakers and API. Mr. Kuczynski is an
executive officer, one of the two members of the Board of Directors
and a shareholder of the Registrant, as well as a shareholder, a
director and an executive officer of Ty-Breakers. The terms of the
Merger are more fully described in the Agreement and Plan of Merger
dated as of January 9, 1997 by and among the Registrant, AAC and
Ty-Breakers, a copy of which is attached hereto.
Item 7. Financial Statements and Exhibits
(a) and (b). The financial statements and reports called for
by paragraph (a) and (b) of this Item will be filed within sixty
(60) days of the effective date of the Merger in accordance with
the published rules of the Commission.
(c) A copy of the Agreement and Plan of Merger, dated as of
January 9, 1997 by and among the Registrant, AAC and Ty-Breakers,
is attached hereto as Exhibit A.
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.
Dated: January 27, 1997
ALFA International Corp.
(Registrant)
BY: /s/ Frank J. Drohan
Frank J. Drohan,
Chairman of the Board,
President and Chief
Executive Officer
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
among
Alfa International Corp.,
and
Alfa Acquisition Corp.
and
Ty-Breakers (NY) Corp.
-----------------
January 9, 1997
-----------------
<PAGE>
TABLE OF CONTENTS
Page
1. The Merger.................................... 1
1.1 Merger................................... 1
1.2 Filing and Effectiveness................. 1
1.3 Certificates of Incorporation............ 1
1.4 By-laws.................................. 1
1.5 Directors; Officers...................... 2
1.6 Effect of the Merger..................... 2
1.7 Name Change.............................. 2
2. Status and Conversion of Securities........... 2
2.1 Alfa..................................... 2
2.2 Alfa Acquisition Corp.................... 2
2.3 Ty-Breakers (NY) Corp.................... 2
2.4 Conversion of Securities................. 3
2.5 Payment of Merger Price.................. 4
2.6 Closing of Transfer Books................ 5
2.7 No Further Rights........................ 6
3. Representations and Warranties
of TYBR ............................ 6
3.1 Due Incorporation and Qualification;
Authorization......................... 6
3.2 Outstanding Capital Stock................ 7
3.3 Options or Other Rights.................. 7
3.4 No Breach................................ 8
(i)
<PAGE>
Page
3.5 Intangible Property...................... 8
3.6 Title to Shares.......................... 8
4. Representations and Warranties
of Alfa and the Company ............ 8
4.1 Due Incorporation........................ 8
4.2 Corporate Power.......................... 9
4.3 Options or Other Rights.................. 9
4.4 Corporate Status......................... 9
5. Covenants and Agreements...................... 9
5.1 Expenses................................. 9
5.2 Life Insurance........................... 10
5.3 Further Assurances....................... 10
5.4 Employment Agreements.................... 10
6. Conditions Precedent to the Obligation of
Alfa to Effect the Merger............... 10
6.1 Representations and Warranties........... 10
6.2 Litigation............................... 11
6.3 Certified Copies of Board Resolutions
and Consents........................ 11
(ii)
<PAGE>
Page
7. Conditions Precedent to the Obligation of
TYBR to Effect the Merger................ 11
7.1 Representations and Warranties........... 11
7.2 Litigation............................... 11
7.3 Certified Copies of Board Resolutions
and Consents........................ 12
8. Bronsart Litigation........................... 12
9. Termination.................................... 12
10. Miscellaneous.................................. 13
10.1 Publicity................................ 13
10.2 Notices.................................. 13
10.3 Entire Agreement......................... 13
10.4 Waivers and Amendments................... 13
10.5 Governing Law............................ 13
10.6 Binding Effect; No Assignment............ 14
10.7 Variations in Pronouns................... 14
10.8 Counterparts............................. 14
10.9 Exhibits ................................ 14
10.10 Headings................................. 14
(iii)
<PAGE>
EXHIBITS:
Exhibit A: Alfa's December 31,1995 Report on Form 10-KSB,
as amended & Alfa's September 30, 1996 Report
on Form 10-QSB.
Exhibit C: Copy of United States Patent # 5,150,660
Exhibit E: Form of Alfa Warrant
Exhibit F: Form of Unanimous Joint Consent of the
Directors and Sole Shareholder of the Company
Exhibit G: Form of Certified Resolution of the Board of
Directors of Ty-Breakers
Exhibit H: Form of Certified Resolutions of the Board of
Directors of Alfa
Exhibit I: The Drohan Agreement
Exhibit J: The Kuczynski Agreement
Exhibit K: Form of Certificate of Merger
(iv)
<PAGE>
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated January 9, 1997 (the
"Merger Agreement"), among Alfa International Corp., a New Jersey
corporation ("Alfa"), Alfa Acquisition Corp., a New York
corporation (the "Company") and Ty-Breakers (NY) Corp., a New York
corporation ("TYBR").
The parties agree as follows:
1. The Merger.
1.1 Merger. At the Effective Time (as defined in Section
1.2), TYBR shall be merged with and into the Company (the "Merger")
in accordance with the provisions of this Merger Agreement and the
New York Business Corporation Law and the separate existence of
TYBR shall thereupon cease. The Company shall be the corporation
surviving the Merger (and in that capacity is sometimes referred
to as the "Surviving Corporation") and shall continue its corporate
existence under the laws of the State of New York.
1.2 Filing and Effectiveness. As soon as practicable after
the satisfaction or waiver of the conditions hereinafter set forth,
the Company and TYBR shall deliver for filing with the Secretary
of State of New York pursuant to the New York Business Corporation
Law a duly executed Certificate of Merger, substantially in the
form of Exhibit K (the "Certificate of Merger"). The Merger shall
become effective on the date and at the time that the Certificate
of Merger is filed with the Secretary of State of New York (the
"Effective Time").
1.3 Certificates of Incorporation. The Articles of
Incorporation of the Company, as in effect at the Effective Time,
shall be the Articles of Incorporation of the Surviving Corporation
until amended as provided in the New York Business Corporation Law.
1.4 By-laws. The By-laws of the Company, as in effect at
the Effective Time, shall be the By-laws of the Surviving
Corporation until amended as provided therein.
1.5 Directors; Officers. The Directors and officers of the
Company at the Effective Time shall continue as the Directors and
officers of the Surviving Corporation to hold office subject to the
By-laws of the Surviving Corporation.
1.6 Effect of the Merger. At the Effective Time, the Company
as the Surviving Corporation, (i) shall continue to possess all of
its respective property, rights, privileges, immunities, powers and
purposes and shall succeed respectively to all of the property,
rights, privileges, immunities, powers and purposes of TYBR, and
(ii) shall continue to be subject to all of its respective
liabilities, obligations and penalties and shall succeed
respectively to all of the liabilities, obligations and penalties
of TYBR, all as more fully provided for under the applicable
provisions of the New York Business Corporation Law.
1.6 Name Change. As soon as practicable on or after the
Effective Time, the Company shall amend its Certificate of
<PAGE>
Incorporation to change its corporate name to "Ty-Breakers Corp.".
2. Status and Conversion of Securities.
2.1 Alfa. Alfa is currently authorized to issue 15,000,000
shares of its $0.01 par value common stock ("Alfa Common Stock")
and 1,000,000 shares of preferred stock. As of the date of this
Merger Agreement there are 2,559,488 shares of Alfa Common Stock
issued and outstanding (the "Outstanding Alfa Common Stock").
2.2 Alfa Acquisition Corp. The Company is authorized to
issue 200 shares of its common stock, no par value (the "Company
Common Stock"). As of the date of this Merger Agreement, 200 shares
of Company Common Stock are issued and outstanding and owned by
Alfa (the "Outstanding Company Common Stock").
2.3 Ty-Breakers (NY) Corp. TYBR is currently authorized to
issue 10,000,000 shares of common stock, par value $.001 per share
(the "Common Stock") and 1,000,000 shares of preferred stock, par
value $.01 per share (the "Preferred Stock"), 15,175 shares of
which have been, as of the date of this Merger Agreement, issued
and designated Series A Redeemable Convertible Preferred Stock (the
"Series A Preferred Stock"), and 15,150 shares of which have been,
as of the date of this Merger Agreement, issued and designated
Series B Redeemable Convertible Preferred Stock (the "Series B
Preferred Stock"). TYBR also has outstanding 30,300 common stock
purchase warrants (the "Warrants"). As of the date of this Merger
Agreement there are 3,301,370 shares of Common Stock issued and
outstanding. The aforementioned 3,301,370 shares of Common Stock
together with any additional shares of Common Stock that are issued
prior to the Effective Time as a result of the exercise of Warrants
or conversion of Preferred Stock, are hereinafter referred to as
the "Outstanding Common Stock". The holders of the shares of
Outstanding Common Stock are hereinafter referred to as the
"Shareholders".
2.4 Conversion of Securities.
At the Effective Time by virtue of the Merger:
(a) Each four (4) shares of the Outstanding Common Stock
which are issued and outstanding immediately prior to the Effective
Time, shall, automatically and without any action on the part of
the holder thereof, become and be converted into the right to
receive one (1) fully paid and nonassessable share of Alfa Common
Stock in accordance with paragraph 2.5 hereof (the "Merger Price").
(b) All 15,175 shares of Series A Preferred Stock, together
with all accumulated dividends thereon, which are issued and
outstanding immediately prior to the Effective Time shall,
automatically and without any action on the part of the holder
thereof, become and be converted into the right to receive twenty-
nine thousand eight hundred sixty-five (29,865) fully paid and
nonassessable shares of Alfa Common Stock in accordance with
paragraph 2.5 hereof (the "Merger Price").
<PAGE>
(c) Each share of Series B Preferred Stock which is issued
and outstanding immediately prior to the Effective Time shall,
automatically and without any action on the part of the holder
thereof, become and be converted into the right to receive eight
(8) fully paid and nonassessable shares of Alfa Common Stock in
accordance with paragraph 2.5 hereof, (the "Merger Price").
(d) Each four (4) Warrants which are issued and outstanding
immediately prior to the Effective Time shall, automatically and
without any action on the part of the holder thereof, become and
be converted into the right to receive one (1) fully paid and
nonassessable common stock purchase warrant, each exercisable for
the purchase, at $4.00 per share, of one (1) share of Alfa Common
Stock (the "Alfa Warrants") in accordance with paragraph 2.5 hereof
(the "Merger Price"). Each Alfa Warrant issued pursuant to this
paragraph 2.4(d) will be in the form attached hereto as Exhibit E.
At the Effective Time all rights in respect of the shares of
Outstanding Common Stock, the shares of Preferred Stock and the
Warrants shall cease to exist, other than the right to receive the
Merger Price.
2.5 Payment of Merger Price. The Merger Price shall be paid
to the Shareholders, to the holders of the Preferred Stock, to the
holders of the Warrants, (collectively the "Sellers") as follows:
(i) Upon receipt by Alfa of the certificates representing the
shares of the Outstanding Common Stock, Alfa will issue one (1)
share of Alfa Common Stock to each of the Shareholders in exchange
for each four (4) shares of Outstanding Common Stock held by each
such Shareholder.
(ii) Upon receipt by Alfa of the certificate representing the
15,175 shares of Series A Preferred Stock, Alfa will issue twenty-
nine thousand eight hundred sixty-five (29,865) shares of Alfa
Common Stock to the holder of the 15,175 shares of Series A
Preferred Stock in exchange for the 15,175 shares of Series A
Preferred Stock held by such holder.
(iii) Upon surrender of the certificates representing the
shares of Series B Preferred Stock, Alfa will issue eight (8)
shares of Alfa Common Stock to each of the holders of Series B
Preferred Stock in exchange for each one (1) share of Series B
Preferred Stock held by each such holder.
No fractional shares of Alfa Common Stock will be issued and
all such fractional shares resulting from the calculations in
paragraphs 2.5(i), (ii) and (iii) will be rounded up or down to the
nearest whole share amount.
(iv) Upon receipt by Alfa of the certificates representing the
Warrants, Alfa will issue one (1) Alfa Warrant to each of the
<PAGE>
holders of Warrants in exchange for each four (4) Warrants held by
each such holder.
The Alfa Common Stock and the Alfa Warrants which the Sellers
will receive pursuant to paragraph 2.5 and the Alfa Common Stock
to be issued upon the exercise of such Alfa Warrants will be
"unregistered securities" as that term is defined under the
Securities Act of 1933, as amended (the "Act") and as such will be
subject to significant restrictions against sale or further
transfer.
2.6 Closing of Transfer Books. At the Effective Time, the
stock transfer books of TYBR shall be closed and no transfer of the
capital stock of TYBR shall thereafter be made. If, after the
Effective Time, certificates representing the Common Stock, the
Preferred Stock or the Warrants (collectively the "Securities") are
presented to the Surviving Corporation, such certificates shall be
cancelled and exchanged for the Merger Price as provided for
herein.
2.7 No Further Rights. From and after the Effective Time the
Sellers shall cease to have any rights as stockholders of TYBR or
the Surviving Corporation, other than the right to receive the
Merger Price in accordance with the terms hereof.
3. Representations and Warranties of TYBR. TYBR represents
and warrants to Alfa and the Company as follows:
3.1 Due Incorporation and Qualification; Authorization. TYBR
is a corporation duly organized, validly existing and in good
standing under the laws of the state of New York and has the
corporate power and lawful authority to own and lease its assets
and properties and to carry on its business as now being, and as
heretofore, conducted. TYBR is not qualified or otherwise
authorized as a foreign corporation to transact business in any
jurisdiction other than New York, and its failure to so qualify
will not have a materially adverse effect on TYBR. The Merger and
the actions contemplated by this Merger Agreement were approved by
the shareholders of TYBR at a special meeting of TYBR's
shareholders held on November 22, 1996. The Board of Directors of
TYBR duly approved this Merger Agreement by the Certified
Resolution of the Board of Directors of TYBR attached hereto as
Exhibit G. TYBR has the full legal right and power and all
authority and approval required to enter into, execute and deliver
this Merger Agreement and to perform fully its obligations
hereunder. This Merger Agreement has been duly executed and
delivered and constitutes the legal, valid and binding obligation
of TYBR enforceable in accordance with its terms. No approval or
consent of any foreign, federal, state, county, local or other
governmental or regulatory body, and, no approval or consent of any
other person is required in connection with the execution and
delivery by TYBR of this Merger Agreement and the consummation and
<PAGE>
performance by TYBR of the transactions contemplated hereby.
3.2 Outstanding Capital Stock. TYBR is authorized to issue
10,000,000 shares of Common Stock, of which the number of shares
outstanding immediately prior to the Effective Time will be equal
to the number of shares of Outstanding Common Stock (as defined in
Section 2.3 hereof), and 1,000,000 shares of Preferred Stock,
30,325 shares of which have been issued and are outstanding as of
the date of this Merger Agreement. TYBR is authorized to and has,
as of the date of this Merger Agreement, issued 30,300 Warrants,
each exercisable for the purchase of one (1) share of Common Stock.
The Securities comprise all of the securities of TYBR. No other
class of capital stock or security of TYBR is authorized or
outstanding. All of the Securities are duly authorized, validly
issued, are of record owned by the Sellers and are fully paid and
nonassessable.
3.3 Options or Other Rights. Other than:
(a) the options granted to employees under the 1994 Ty-
Breakers (NY) Corp. STOCK OPTION PLAN, and
(b) the options granted to Mr. Bart Oates in the consulting
agreement ("Oates Agreement") dated May, 1994, and
(c) the conversion rights associated with the Preferred
Stock, and
(d) the purchase rights associated with the Warrants, and
(e) the Bronsart litigation described in section 8 hereof
there are no outstanding rights, subscriptions, warrants, calls,
unsatisfied preemptive rights, options or other agreements of any
kind to acquire any securities of TYBR from TYBR. At the Effective
Time (i) the options granted to employees specified in paragraph
3.3 (a) will be exchanged for the right to receive the options
described in the employment agreements mentioned in section 5.4
hereof, and (ii) the options granted under the Oates Agreement as
specified in paragraph 3.3 (b) will be exchanged for the right to
receive similar options adjusted to reflect the Merger Price.
3.4 No Breach. The execution, delivery and performance of
this Merger Agreement and the consummation of the transactions
contemplated hereby will not conflict with or result in the breach
or violation of any of the terms or conditions of, or constitute
(or with notice or lapse of time or both constitute) a default
under (i) any provision of the Articles of Incorporation or By-
laws of TYBR or (ii) to the best of TYBR's knowledge, (a) any
contract or other agreement to which TYBR is a party or by or to
which it or any of its assets or properties may be bound or
subject; (b) any order, judgement, injunction, award or decree of
any court, arbitrator or governmental or regulatory body against,
or binding upon TYBR or upon the securities, properties or business
of TYBR; or (c) any statute, law or regulation of any jurisdiction
as such statute, law or regulation relates to TYBR or to the
<PAGE>
securities, properties or business of TYBR.
3.5 Intangible Property. TYBR is the owner by assignment of
United States Patent # 5,150,660, a copy of which is attached
hereto as Exhibit C.
3.6 Title to Shares. To the best of TYBR's knowledge, each
of the Sellers owns beneficially and of record the Securities, as
recorded in the books and records of TYBR, free and clear of any
lien or other encumbrance.
4. Representations and Warranties of Alfa and the Company.
Alfa and the Company represent and warrant to TYBR as follows:
4.1 Due Incorporation. Alfa and the Company are corporations
duly organized, validly existing and in good standing under the
laws of the States of New Jersey and New York, respectively, and
each has the corporate power and lawful authority to own, lease and
operate its assets, properties and business and to carry on its
business as now being and as heretofore conducted.
4.2 Corporate Power. Each of Alfa and the Company has the
full legal right and power and all authority and approval required
to enter into, execute and deliver this Merger Agreement and to
perform fully its respective obligations hereunder. This Merger
Agreement has been duly executed and delivered and is the valid and
binding obligation of both Alfa and the Company enforceable in
accordance with its terms. The Board of Directors and sole
shareholder of the Company have duly approved the Merger and this
Merger Agreement by the Unanimous Joint Written Consent of the
Company's Board of Directors and Sole Shareholder dated January 9,
1997 and attached hereto as Exhibit F. Alfa's Board of Directors
duly approved the Merger and this Merger Agreement at a special
meeting held January 9, 1997. The resolutions adopted at that
meeting are attached hereto as Exhibit H.
4.3 Options or Other Rights. As of the date of this Merger
Agreement there are no outstanding rights, subscriptions, warrants,
calls, unsatisfied preemptive rights, options, or other agreements
of any kind to acquire any securities of Alfa from Alfa.
4.4 Corporate Status. Alfa was incorporated in New Jersey on
August 10, 1978 and is a publicly traded company whose shares of
common stock are traded in the over-the-counter market and quoted
on the NASDAQ OTC Electronic Bulletin Board. The Company was
incorporated on December 18, 1996 under the laws of the State of
New York and has not been engaged in active business operations.
Prior to the Effective Time the Company shall have no assets or
liabilities other than the $200 of shareholder equity representing
Alfa's cash payment for the Outstanding Company Common Stock. There
are no known claims against the Company.
<PAGE>
5. Covenants and Agreements. The parties covenant and
agree as follows:
5.1 Expenses. The Surviving Corporation shall, except as
otherwise specifically provided herein, bear all expenses incurred
in connection with the preparation, execution and performance of
this Merger Agreement and the transactions contemplated hereby,
including, without limitation, all fees and expenses of agents,
representatives, counsel and accountants.
5.2 Life Insurance. Alfa or the Surviving Corporation
shall continue to pay the premiums for Frank J. Drohan's ("Drohan")
Disability Income Protection Insurance and shall continue to pay
the premiums for and maintain the life insurance on Drohan's life
in the face amount of $1,000,000 for as long as Drohan is employed
by the Surviving Corporation or by Alfa.
5.3 Further Assurances. Each of the parties shall execute
such documents and other papers and take such further actions as
may be reasonably required or desirable to carry out the provisions
hereof and the transactions contemplated hereby including the
filing of the Certificate of Merger. Each party shall use its best
efforts to fulfill or obtain the fulfillment of the conditions to
its obligations to effect the Merger.
5.4 Employment Agreements. The Surviving Corporation shall
continue as a party to the employment agreements with Drohan in the
form attached hereto as Exhibit I and with Charles P. Kuczynski in
the form attached hereto as Exhibit J.
6. Conditions Precedent to the Obligation of Alfa to Effect
the Merger. The obligation of Alfa to effect the Merger is
subject, at its option, to the fulfillment on or prior to the
Effective Time of the following conditions, any one or more of
which may be waived by Alfa:
6.1 Representations and Warranties. The representations and
warranties of TYBR contained in this Merger Agreement shall be true
and accurate on and as of the Effective Time.
6.2 Litigation. No action, suit or proceeding shall have
been instituted before any court or governmental or regulatory body
or threatened by any governmental or regulatory body, to restrain,
modify or prevent the carrying out of the transactions contemplated
hereby, or to seek damages or a discovery order in connection with
such transactions, or that has or may have, in the opinion of Alfa,
a materially adverse effect on the assets, properties, business,
operations or condition (financial or otherwise) of TYBR.
6.3 Certified Copies of Board Resolutions and Consents.
TYBR's corporate secretary shall deliver to Alfa certified copies
of the Resolution of the Board of Directors of TYBR in the form
attached hereto as Exhibit G, authorizing the execution and
delivery and the performance by TYBR of its obligations under this
<PAGE>
Merger Agreement.
7. Conditions Precedent to the Obligation of TYBR to Effect
the Merger. The obligation of TYBR to effect the Merger is
subject, at its option, to the fulfillment on or prior to the
Effective Time of the following conditions, any one or more of
which may be waived by TYBR:
7.1 Representations and Warranties. The representations and
warranties of Alfa and the Company contained in this Merger
Agreement shall be true and accurate on and as of the Effective
Time.
7.2 Litigation. No action, suit or proceeding shall have
been instituted before any court or governmental or regulatory body
or threatened by any governmental or regulatory body, to restrain,
modify or prevent the carrying out of the transactions contemplated
hereby, or to seek damages or a discovery order in connection with
such transactions, or that has or may have, in the opinion of TYBR,
a materially adverse effect on the assets, properties, business,
operations or condition (financial or otherwise) of either Alfa or
the Company.
7.3 Certified Copies of Board Resolutions and Consents.
Alfa's and the Company's respective corporate secretaries shall
deliver to TYBR a certified copy of the Resolutions of the Board
of Directors of Alfa in the form attached hereto as Exhibit H and
a certified copy of the Unanimous Joint Consent of the Directors
and Sole Shareholder of the Company in the form attached hereto as
Exhibit F authorizing the execution, delivery and performance by
Alfa and the Company respectively of their obligations under this
Merger Agreement.
8. Bronsart Litigation. TYBR and Bronsart, S.A., a
Panamanian corporation ("Bronsart") are involved in litigation in
the Supreme Court of the State of New York, county of
Westchester. The Index number of the case is 10468/96. TYBR is
suing Bronsart and alleging that Bronsart (and pursuant to a
personal guaranty, Mr. Avi Ephrathi) is indebted to TYBR in the
amount of approximately $320,286. In the event that TYBR (or the
Surviving Corporation) prevails in or settles this litigation and
receives payment from Bronsart or Mr. Ephrathi, it is possible that
TYBR (or the Surviving Corporation) would be obligated to issue
Bronsart or Mr. Ephrathi up to 10,000 shares of Series B Preferred
Stock and up to 20,000 Warrants should this event occur prior to
the Effective Time. If this event occurs subsequent to the
Effective Time then, in accordance with paragraphs 1.6 and 2.5
hereof, the equivalent Merger Price for such shares of Series B
Preferred Stock and Warrants as Bronsart or Ephrathi would
otherwise be entitled to receive would be paid to Bronsart or
Ephrathi.
<PAGE>
9. Termination.
This Merger Agreement may be terminated at any time prior to
the Effective Time (a) by mutual consent of the Boards of Directors
of Alfa and TYBR, or (b) by either Alfa or TYBR if the Merger shall
not have been consummated on or before January 31, 1997.
10. Miscellaneous.
10.1 Publicity. No publicity release or announcement
concerning this Merger Agreement or the transactions contemplated
hereby shall be made without advance approval thereof by Alfa.
10.2 Notices. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered, as
follows (or to such other address as any party shall designate by
notice given as herein provided):
(i) if to Alfa or the Company, to:
Alfa International Corp. or
Alfa Acquisition Corp.
50 South Buckhout Street
Irvington-on-Hudson
New York, N.Y. 10533
Attn: President
(ii) if to TYBR, to:
Ty-Breakers (NY) Corp.
50 South Buckhout Street
Irvington-on-Hudson
New York, N.Y. 10533
Attn: President
10.3 Entire Agreement. This Merger Agreement (including the
Exhibits) contains the entire agreement among the parties with
respect to the Merger and related transactions, and supersedes all
prior agreements, written or oral, with respect thereto.
10.4 Waivers and Amendments. This Merger Agreement may be
amended, superseded, cancelled, renewed or extended, and the terms
hereof may be waived, only by a written instrument signed by the
parties, or, in the case of a waiver, by the party waiving
compliance.
10.5 Governing Law. This Merger Agreement shall be governed
and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within
such State, without giving effect to conflict of laws principles
of such State.
10.6 Binding Effect; No Assignment. This Merger Agreement
<PAGE>
shall be binding upon and inure to the benefit of the parties and
their respective successors and legal representatives. This Merger
Agreement is not assignable except by operation of law.
10.7 Variations in Pronouns. All pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or
plural, as the context may require.
10.8 Counterparts. This Merger Agreement may be executed by
the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
10.9 Exhibits. The Exhibits are a part of this Merger
Agreement as if fully set forth herein.
10.10 Headings. The headings in this Merger Agreement are for
reference only, and shall not affect the interpretation of this
Merger Agreement.
IN WITNESS WHEREOF, the parties have executed this Merger
Agreement the date first above written.
Alfa Acquisition Corp. Ty-Breakers (NY) Corp.
By: By:
Charles P. Kuczynski Frank J. Drohan
Vice-President President
Alfa International Corp.
By:
Frank J. Drohan
President
