UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
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ALFA International Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
015389-30-7
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(CUSIP Number)
Robert F. Peacock, Allt Laes Farm, Cnepyn Lane,Peterston-Super-Ely,
Cardiff CF5 6NE, United Kingdom. Tel: 011-44-1446-760860
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 4, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of Securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
<PAGE>
SCHEDULE 13D
CUSIP No. 015389-30-7 Page 2 of 5 Pages
--------------- ---------------
| 1 | NAME OF REPORTING PERSON Robert F. Peacock |
| | S.S. OR I.R.S. IDENTIFICATION N/A |
| | NO. OF ABOVE PERSON Citizen of U.K. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a)[ ] |
| | b)[ ] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
| | REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom |
NUMBER OF | 7 | SOLE VOTING POWER 2,900,000 * |
SHARES --------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER |
OWNED BY --------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER 2,900,000 * |
REPORTING --------------------------------------------------
PERSON |10 | SHARED DISPOSITIVE POWER |
WITH | | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY |
| | EACH REPORTING PERSON 2,900,000 * |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN |
| | ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| | See Item 5 |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT |
| | IN ROW (11) 52.7% |
| 14 | TYPE OF REPORTING PERSON IN |
*Does not include 1,450,000 shares underlying currently exercisable
warrants. Such warrants are exercisable at warrant price of one
dollar ($1.00) per share.
<PAGE>
Schedule 13D Page 3 of 5 pages
Item 1. Security and Issuer
Security:
$.01 par value common stock (the "Common
Stock) of ALFA International Corp.(the
"Issuer").
Name and Address of Principal
Executive Offices of Issuer:
ALFA International Corp.
50 South Buckhout Street
Irvington-On-Hudson
New York 10533
Item 2. Identity and Background
(a) Name:
Robert F. Peacock ("Peacock")
(b) Residence Address:
Allt Laes Farm
Cnepyn Lane
Peterston-Super-Ely
Cardiff CF5 6NE
United Kingdom
(c) Present Principal Employment:
Private Investor. Director and retired
Chief Executive Officer of the Peacock
Stores, a chain of 250 retail stores
located in the United Kingdom.
(d) Conviction in Criminal Proceedings:
None
(e) Securities Laws Violations:
None
(f) Citizenship:
United Kingdom
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a private placement of the Issuer's securities
("Private Placement") conducted in reliance upon the exemption
provided by Regulation D of the Securities Act of 1933, as amended
(the "Act"), Peacock purchased fifty-eight units ("Units") of the
Issuer's securities. Each Unit consisted of 50,000 shares of
Common Stock and 25,000 Common Stock purchase warrants
("Warrants").
<PAGE>
Schedule 13D Page 4 of 5 pages
Each Warrant is exercisable for the purchase of one share of Common
Stock at an exercise price of one dollar per share. Peacock,
therefore, presently owns 2,900,000 shares of Common Stock and
1,450,000 Warrants.
Item 4. Purpose of Transaction:
Peacock acquired and holds the Common Stock and Warrants
for the intention and purpose of becoming a substantial equity
investor in the Issuer.
(a) Peacock owns 1,450,000 warrants which are currently
exercisable at one dollar ($1.00) per share. Such
Warrants may be exercised from time to time, or at any
time, at Peacock's sole discretion.
Except as set forth above, Peacock has no plans or
proposals of the kind described in clauses (a) through
(j) of Item 4 of Schedule 13D.
Item 5. (a) Interest in Securities of the Issuer:
Aggregate No. Percentage of
of Shares of Issuer's Common
Name Common Stock Stock Outstanding
Robert F. Peacock 2,900,000 <F1> 52.7% <F2>
<F1> Does not include 1,450,000 shares purchasable pursuant
to the Warrants referred to in Item 3.
<F2> Based on 5,568,898 shares of Common Stock outstanding as
of the date hereof.
(b) Peacock has sole power to vote or direct the vote
and sole power to dispose or to direct the
disposition of all shares identified in Item 5(a)
above.
(c) Other than the acquisition of shares of Common
Stock and the acquisition of the Warrants in
connection with the Private Placement described
in Item 3 hereof, Peacock has not engaged in any
transaction in the Common Stock in the past 60
days.
<PAGE>
Schedule 13D Page 5 of 5 pages
(d) None
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings
or Relationships with respect to
Securities of the Issuer:
Other than the subscription agreement and the investor
questionnaire executed and delivered by Peacock pursuant
to the Private Placement, there are no contracts,
arrangements, understandings or relationships among
Peacock and any person with respect to any securities
of the Issuer.
Item 7. Exhibits:
1. The Subscription Agreement
Signature
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
December 5, 1997
Signature
/s/ Robert F. Peacock
Robert F. Peacock
Name
SUBSCRIPTION AGREEMENT
Alfa International Corp.
50 South Buckhout St.
Irvington-On-Hudson, NY 10533
Gentlemen:
I. Pursuant to the terms of the offering ("Offering") made
by Alfa International Corp., a New Jersey corporation (the
"Company"), the undersigned subscriber, Robert F. Peacock, hereby
tenders this subscription and applies for the purchase of fifty
eight (58) of the units ("Units") to be issued by the Company, each
Unit to consist of fifty thousand (50,000) shares of the Company's
common stock, par value $.Ol per share (the "Shares") and
twenty-five thousand (25,000) common stock purchase warrants, each
to purchase one share of common stock at an exercise price of one
dollar ($1.00) per share (the"Warrants"), at a purchase price of
$25,000 per Unit. The number of Units to be offered for cash by the
Company is sixty (60) and the total gross cash proceeds of the
Offering is $1,500,000. The minimum subscription amount is $25,000
and the minimum subscription is for one Unit. The Company may
close purchases of Units and immediately utilize the proceeds
thereof There will be no escrow of proceeds and no minimum number
of Units must be sold before the Company may utilize the proceeds
of any sales of Units.
The Units are being offered without any registration
pursuant to the exemptions from registration contained in Rule 506
of Regulation D promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Act"), and under similar exemptions afforded under the laws
of the various states only to "accredited investors" as that term
is defined in Rule 501 under Regulation D promulgated by the SEC
under the Act.
The Company has appointed Continental International
Trading Corp., a New York corporation ("Continental"), as
non-exclusive placement agent in connection with the sale of Units
and will compensate Continental in accordance with the terms
specified in the SEC Filings (as defined below).
The subscriber is sending (1) an executed copy of this
Subscription Agreement and (2) a completed copy of the Confidential
Purchaser Questionnaire for Individuals to the Company. The
Company acknowledges receipt from subscriber of one million four
hundred fifty thousand dollars ($1,450,000) in payment of the full
amount of the purchase price for the fifty-eight (58) Units for
which the undersigned is subscribing.
2. Representations and Warranties. In order to
induce the Company to accept this subscription, the undersigned
hereby represents and warrants to, and covenants with, the Company
as follows:
(i) The undersigned acknowledges that (1)under the terms
of Regulation D, the Company is not obligated to provide any
offering materials to potential investors in connection with the
Offering, (2) the undersigned has received and carefully reviewed
the Company's Annual Report on Form 1O-KSB for the year ended
December 31, 1996, Quarterly Report on Form 10-QSB for theQuarterly
Period Ended March 31, 1997, Quarterly Report on Form10-QSB for the
quarterly Period Ended June 30, 1997 and Current Report on Form 8-K
dated January 23, 1997 (collectively, the "SEC Filings") and (3)
other than this Subscription Agreement and the SEC Filings, the
undersigned has not been furnished with any other materials or
literature relating to the offer and sale of the Units;
(ii) The undersigned has had a reasonable
opportunity to ask questions of and receive answers from the
Company concerning the Company and the SEC Filings (and in
particular the descriptions therein of (a) the reorganization of
the Company under Chapter I 1 of the U.S. Bankruptcy Code, (b) the
acquisition by the Company of Ty-Breakers (NY) Corp. in January
1997, (c) the details of the Company's current financial condition,
and (d) the Offering to which this Subscription Agreement relates)
and all such questions, if any, have been answered to the full
satisfaction of the undersigned;
(iii) The undersigned has such knowledge and
expertise in financial and business matters that the undersigned
is capable of evaluating the merits and risks involved in making
an investment in the Units and the subscriber understands and
accepts the risks of purchasing the Units;
(iv) The Confidential Purchaser Questionnaire
for Individuals being delivered by the undersigned to the Company
simultaneously herewith is true, complete and correct in all
material respects; and the undersigned understands that the Company
has determined that the exemption from the registration provisions
of the Securities Act of 1933, as amended (the "Act"), which is
based upon non-public offerings is applicable to the offer and sale
of the Units, based, in part, upon the representations, warranties
and agreements made by the undersigned herein and in the
Confidential Purchaser Questionnaire for Individuals referred to
above. The Company will keep the information in this Subscription
Agreement and in the Questionnaire strictly confidential, but the
undersigned agrees that the Company may present this Subscription
Agreement and the Questionnaire to such parties as the Company may
deem appropriate in order to assure itself that the offer and sale
of Units will not violate the Act or applicable state securities
laws;
(v) Except as set forth in this Subscription
Agreement and the SEC Filings, no representations or warranties
have been made to the undersigned by the Company or any agent,
employee or affiliate of the Company and in entering into this
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transaction the undersigned is not relying upon any information,
other than that contained in the SEC Filings and the results of
independent investigation by the undersigned;
(vi) The undersigned understands that (A) the Units
have not been registered under the Act or the securities laws of
any state, based upon an exemption from such registration
requirements pursuant to Rule 506 of Regulation D under the Act;
(B) resale or other transfer of the Units and the securities
underlying the Units may be restricted under the Act and/or
applicable state securities laws and such securities therefore may
not be sold, pledged, assigned or otherwise disposed of, unless
they are registered under the Act, or an exemption from such
registration is available; and (C) other than as set forth in this
Subscription Agreement between the Company and the undersigned, the
Company is under no obligation to register the Units, the Shares
or the shares underlying the Warrants under the Act or any state
securities law, or to take any action to make any exemption from
any such registration provisions available;
(vii) The undersigned is acquiring the Units solely for
the account of the undersigned, for investment purposes only, and
not with a view towards the resale or distribution thereof,
(viii) The undersigned will not sell or otherwise
transfer any of the Units, or the underlying Shares and Warrants,
or any interest therein, unless and until (i) the Units (or the
underlying securities, as the case may be) shall have first been
registered under the Act and all applicable state securities laws;
or (ii) the undersigned shall have first delivered to the Company
a written opinion of counsel (which counsel and opinion (in form
and substance) shall be reasonably satisfactory to the Company),
to the effect that the proposed sale or transfer is permitted under
the Act and is exempt from the registration provisions of the Act
and all applicable state securities laws;
(ix) The undersigned has full power and authority
to execute and deliver this Subscription Agreement and to perform
the obligations of the undersigned hereunder; and this Subscription
Agreement is a legally binding obligation of the undersigned in
accordance with its terms;
(x) The undersigned is an "accredited investor," as
such term is defined in Regulation D of the Rules and Regulations
promulgated under the Act and as set forth in the Confidential
Purchaser Questionnaire for Individuals;
(xi) The undersigned has carefully reviewed the notices
listed below and agrees to abide by any restrictions contained
therein applicable to the undersigned;
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(xii) The subscriber acknowledges that the Company will
endorse all certificates representing the Units, the Shares, the
Warrants and, in the event of exercise of the Warrants, the shares
of Common Stock underlying the Warrants, with a legend, together
with any legend that any state authority may require in connection
with the issuance or sale of the Units, substantially in the
following form:
"These Securities have not been registered under
the Securities Act of 1933, as amended, or the securities laws or
regulations of any state. They may not be offered for sale or
sold, absent an effective registration statement under that Act or
an opinion of counsel, satisfactory to the Company, that such
registration is not required under the Act or any applicable state
laws or regulations".
(xiii) The subscriber has adequate net worth and means
of providing for current needs and personal contingencies to
sustain a complete loss of the subscriber's investment in the Units
and has no need for liquidity in such investment. The subscriber's
overall commitments which are not readily marketable are not
disproportionate to the subscriber's net worth and the subscriber's
investment in the Units will not cause such overall commitments to
become excessive; and
(xiv) All of the information set forth in Section 2 with
respect to the subscriber's business experience, and all of the
information set forth in the Confidential Purchaser Questionnaire
for Individuals, is correct and complete as of the date hereof.
NOTICES
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS. THE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION
OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING
OR THE ACCURACY OR ADEQUACY OF THE SEC FILINGS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
3. Registration Rights. The Company hereby
undertakes, as soon as practicable after Acceptance of completed
subscriptions and receipt of cleared funds in respect of Units the
gross Proceeds of which total at least $500,000, to use its
best efforts to (I) prepare and file a registration statement (the
"Registration Statement") on a Form S-3 or other appropriate form
with the Commission in respect of the Shares and the shares of
Common Stock underlying the Warrants and (ii) to cause the
Registration Statement to become effective. The Company shall
thereafter use its best efforts to maintain the effectiveness of
the Registration Statement until the earlier of (i) the completion
of resales of all Shares and shares underlying Warrants so
registered or (ii) the date upon which all such Shares and
underlying shares may be sold without registration in reliance upon
Rule 144 or any successor rule thereto.
In connection with any Registration Statement to be
prepared under this Subscription Agreement, subscriber agrees to
provide the Company with all information requested by the Company
in respect of the subscriber's ownership of the Shares and
underlying shares, his intentions regarding resale and any other
information requested by the Company in connection therewith.
4. The undersigned understands that this subscription
is binding upon the subscriber and the Company as evidenced by the
subscriber's payment of, and the Company's acceptance of, the
purchase price of the fifty-eight (58) Units subscribed for.
5. The undersigned agrees to indemnify the Company
and hold it and its officers, directors and agents harmless from
and against any and all losses, damages, liabilities, costs and
expenses which it or they may sustain or incur in connection with
the breach by the undersigned of any representation, warranty or
covenant made by the undersigned.
6. Neither this Subscription Agreement nor any of the
rights of the undersigned hereunder may be transferred or assigned
by the undersigned.
7. This Subscription Agreement (i) may only be
modified by a written instrument executed by the undersigned and
the Company; (ii) sets forth the entire agreement of the
undersigned and the Company with respect to the subject matter
hereof, (iii) shall be governed by the laws of the State of New
York applicable to contracts made and to be wholly performed
therein; and (iv) shall inure to the benefit of, and be binding
upon the Company and the undersigned and their respective heirs,
legal representatives, successors and permitted assigns.
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8. Unless the context otherwise requires, all
personal pronouns used in this Subscription Agreement, whether in
the masculine, feminine or neuter gender, shall include all other
genders.
9. All notices or other communications hereunder
shall be in writing and shall be deemed to have been duly given if
delivered personally or mailed by certified or registered mail,
return receipt requested, postage prepaid, as follows: if to the
undersigned, to the address set forth in the Confidential Purchaser
questionnaire for Individuals referred to above; and if to the
Company, to Alfa International Corp., 50 South Buckhout Street,
Irvington-On-Hudson, NY 10533, Attention: Frank J. Drohan,
President, with a copy to Adam S. Gottbetter, Esq., Kaplan
Gottbetter & Levenson, LLP, 630 Third Avenue, 5th Floor, New York,
NY 10017, or to such other address as the Company or the
undersigned shall have designated to the other by like notice.
IN WITNESS VTHEREOF, the undersigned executed this
Subscription Agreement as of the 4th day of October 1997.
/s/ Robert F. Peacock
Robert F. Peacock
Print Name
Number of Units Subscribed for: 58
N/A - Form W-8 attached
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Social Security Number of Individual
or other Taxpayer I.D. Number
ALFA INTERNATIONAL CORP.
The foregoing subscription for fifty-eight
(58)Units is hereby accepted by Alfa International Corp., as of the
4th day of October 1997.
Alfa International Corp.
s/s Frank J. drohan
By:----------------------
Frank J. Drohan,
President
