SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K/A
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 7. Financial Statements and Exhibits
__________________________________________
(a) and (b). The financial statements and reports
called for by paragraph (a) and (b) of this Item are
attached hereto.
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: April 13, 1998
ALFA International Corp.
________________________
(Registrant)
BY: /s/ Frank J. Drohan
____________________
Frank J. Drohan,
Chairman of the Board,
President and Chief
Executive Officer
<PAGE>
INDEPENDENT AUDITORS REPORT
To the Board of Directors and Stockholders of
Ty-Breakers (NY) Corp.
We have audited the accompanying balance sheets of Ty-
Breakers (NY) Corp. as of December 31, 1996 and 1995, and
the related statements of operations, changes in stock-
holders equity (deficiency), and cash flows for the years
then ended. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards required
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Ty-Breakers (NY) Corp. at December 31, 1996
and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note 1 to the financial statements, the
Company has limited financial resources to fund operations.
This raises substantial doubt about the Company's ability
to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1.
The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
WISS & COMPANY, LLP
Livingston, New Jersey
January 30, 1998
<PAGE>
<TABLE>
TY-BREAKERS (NY) CORP.
BALANCE SHEETS
<CAPTION>
December 31,
ASSETS 1996 1995
______________ _____________
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $ 876 $ 1,230
Accounts receivable 1,323 1,955
Notes receivable - 16,000
Inventories:
Raw materials 2,135 50,348
Finished goods 9,758 15,401
Prepaid rent 3,161 -
Subscription receivable on sale of
Series B Preferred stock, collected
In January 1997 25,000 -
______________ ____________
Total Current Assets 42,253 84,934
PROPERTY AND EQUIPMENT:
Office and computer equipment 15,690 15,690
Furniture and fixtures 6,205 6,205
Leasehold improvements 5,924 5,924
______________ ____________
27,819 27,819
Less: Accumulated depreciation and
amortization 17,155 11,946
______________ ____________
10,664 15,873
OTHER ASSETS:
Security deposits and other assets 4,079 4,048
Due from related parties - 32,690
______________ ____________
4,079 36,738
______________ ____________
$ 56,996 $ 137,545
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)
CURRENT LIABILITIES:
Notes payable $ 20,000 $ 30,000
Accounts payable 275,918 256,210
Customer deposits 19,318 25,429
Royalties payable 25,000 42,664
Accrued expenses and other current
liabilities 8,196 7,166
Due to Alfa International Corporation 49,511 -
____________ ___________
Total Current Liabilities 397,943 361,469
COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIENCY):
Series A Redeemable Preferred stock,
$.01 par value, 1,000,000 shares
authorized, 15,175 shares issued 152 152
Series B Redeemable Preferred stock,
$.01 par value, 1,000,000 shares
authorized, 16,150 and 10,250
shares issued 162 103
Common stock, $.001 par value,
10,000,000 shares authorized,
3,301,370 shares issued 3,301 3,301
Capital in excess of par value 510,699 365,828
Retained earnings (deficit) (855,261) (593,308)
_________ _________
Total Stockholders' Equity (Deficiency) (340,947) (223,924)
_________ _________
$ 56,996 $ 137,545
<FN>
See accompanying notes to the financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
TY-BREAKERS (NY) CORP.
STATEMENTS OF OPERATIONS
<CAPTION>
December 31,
1996 1995
____________ ___________
<S> <C> <C>
REVENUES:
Net sales $ 123,708 $ 90,901
Other income 15,935 21,125
___________ __________
139,643 112,026
COSTS AND EXPENSES:
Cost of sales 144,301 82,467
Selling, general and administrative 195,204 219,004
Interest expense 2,091 11,677
Loss on investment 60,000 -
___________ __________
401,596 313,148
NET LOSS $(261,953) (201,122)
<FN>
See accompanying notes to the financial statements>
</FN>
</TABLE>
<PAGE>
<TABLE>
TY-BREAKERS (NY) CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
<CAPTION> Preferred Stock- Preferred Stock- Common Stock Capital in Retained
Series A Series B Excess of Earnings
________________ ________________ _______________ Par Value (Deficit)
Stated Stated Par __________ _________
Shares Value Shares Value Shares Value
_______ _______ _______ ________ _________ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES AT DEC. 31, 1994 15,175 $ 152 - $ - 3,301,370 $3,301 $ 221,879 $ (392,186)
YEAR ENDED DEC. 31, 1995:
Issuance of preferred
stock-Series B, net of
offering costs - - 10,250 103 - - 143,949 -
Net Loss - - - - - - - (201,122)
_______ _______ _______ ________ _________ ______ _________ ___________
Balances at Dec. 31, 1995 15,175 $ 152 10,250 $ 103 3,301,370 $3,301 $ 365,828 $ (593,308)
YEAR ENDED DEC. 31, 1996:
Issuance of preferred
Stock-Series B, net of
Offering costs - - 5,900 59 - - 144,871 -
Net Loss - - - - - - (261,953)
_______ _______ _______ ________ _________ ______ __________ _________
Balances at Dec. 31, 1996 15,175 $ 152 16,150 $ 162 3,301,370 $3,301 $ 510,699 $ (855,261)
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
TY-BREAKERS (NY) CORP.
STATEMENT OF CASH FLOWS
December 31,
1996 1995
______________ _____________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (261,953) $ (201,122)
Adjustments to reconcile net loss to
net cash flows from operating
activities:
Depreciation and amortization 5,209 5,372
Loss on investment 60,000 -
Changes in operating assets and
liabilities:
Accounts receivable 632 8,342
Inventories 53,856 6,863
Other current assets (12,161) (5,508)
Accounts payable and other
current liabilities 20,738 17,384
Customer deposits (6,111) 19,586
Royalties payable (17,664) (4,363)
Other assets (31) 417
______________ _____________
Net cash flows from operating
activities (157,485) (153,029)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and
equipment - (1,928)
______________ _____________
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Series B Preferred Stock 144,930 144,052
Due to affiliates 22,201 8,852
Payment of notes payable (10,000) -
______________ _____________
Net cash flows from financing
activities 157,131 152,904
NET CHANGE IN CASH AND EQUIVALENTS (354) (2,053)
CASH AND EQUIVALENTS, BEGINNING
OF YEAR 1,230 3,283
______________ _____________
CASH AND EQUIVALENTS, END OF YEAR $ 876 $ 1,230
______________ _____________
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 2,041 $ 11,677
______________ _____________
Conversion of notes payable to
Preferred Stock $ - $ 62,500
______________ _____________
Conversion of due to related party
to investment $ 60,000 $ -
______________ _____________
<FN>
See accompanying notes to the financial statements.
</FN>
</TABLE>
<PAGE>
TY-BREAKERS (NY) CORP.
NOTES TO FINANCIAL STATEMENTS
(See accountants' review report)
Note 1 - Nature of the Business and Summary of Significant
Accounting Policies:
Nature of the Business: TyBreakers (NY) Corp. (the Company) is a
manufacturer and distributor of Tyvek apparel products, for sale
primarily in the United States. All of the Company's Tyvek is
purchased from one unrelated supplier who is the sole producer
of Tyvek.
Basis of Presentation: The Company has incurred significant
operating losses raising substantial doubt about its ability to
continue as a going concern. The continued existence of the
Company is dependent upon the forebearance of its creditors, its
ability to raise additional financing and eventually upon obtaining
profitable operations. There can be no assurance that such
financing will be available to the Company upon acceptable
terms.(Note 6)
Estimates and Uncertainties: The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results, as
determined at a later date, could differ from those estimates.
Inventories: Inventories are stated at the lower of cost (first-in,
First-out method) or market.
Property and Equipment: Property and equipment are stated at cost.
Depreciation has been computed using an accelerated method over an
estimated life of 5 years for furniture and equipment and the lease
term for leasehold improvements.
Income Taxes: Effective April 7, 1994, the Company issued
Preferred Stock and terminated its election under Section 1361 of
the Internal Revenue Code to be taxed as a Small Business
Corporation. Under this provision, all losses of the Company prior
thereto were reported on the tax returns of the shareholders. The
Company is now subject to income taxes at both the Federal and
state level.
Deferred taxes are provided for all temporary differences between
financial and income tax reporting.
<PAGE>
TY-BREAKERS (NY) CORP.
NOTES TO FINANCIAL STATEMENTS
(See accountants' review report)
Financial Instruments: Financial instruments include cash,
security deposits, accounts payable and accrued expenses. The
amounts reported for financial instruments are considered to be
reasonable approximations of their fair values, based on market
information concerning financial instruments with similar
characteristics available to management.
Impairment of Long-Lived Assets: In 1996, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of. SFAS No. 121 prescribes that an
impairment loss is recognized in the event that facts and
circumstances indicate that the carrying amount of an asset may not
be recoverable.
Note 2 - Notes Payable:
Notes payable bear interest at 7% per annum and are payable upon
demand. Notes payable are collateralized by substantially all
assets of the Company.
Note 3 - Stockholders Equity:
Preferred Stock - On April 11, 1994, the Company's Board of
Directors authorized 1,000,000 shares of non-voting cumulative
preferred stock, par value $.01 per share and issued 15,175 shares
designated as Series A Redeemable Preferred Stock. Dividends of
$.70 per share in preference and priority to payment of any cash
dividend on common stock are payable annually. Dividends which
become due but are not paid will accrue without interest.
Dividends in arrears at December 31, 1996 totalled $28,821.
The Series A Redeemable Preferred Stock is convertible into common
stock at the lesser of the rate of 6 2/3 shares for each share of
preferred stock or 150% of the price per share of common stock sold
in any proposed offering. Should the Company sell its common stock
in the currently proposed offering at less than $1.00 per share,
the conversion rate will increase pro-rata.
Through March of 1995, the Company's Board of Directors issued
16,150 shares designated as Series B Redeemable Preferred Stock in
exchange for net proceeds of $288,982.
Warrants - For every share of Series B Redeemable Preferred Stock,
the Company issued 2 warrants. Each warrant may be exercised to
purchase one share of common stock at a price of $1.00 per share.
As of December 31, 1996 the 32,300 warrants were all outstanding
(Note 7).
<PAGE>
TY-BREAKERS (NY) CORP.
NOTES TO FINANCIAL STATEMENTS
(See accountants' review report)
Note 4 - Commitments:
Lease: The Company leases its premises under a noncancellable
operating lease expiring March 31, 1999. Rent expense for
operating leases in 1996 and 1995 was $38,698 and $36,824,
respectively. The following is a schedule of future minimum rental
payments required for all noncancellable operating leases that have
initial or remaining lease terms in excess of one year at December
31, 1997:
Year Ending December 31,
------------------------
1997 $38,500
1998 38,500
1999 9,625
________
$86,625
Note 5 - Income Taxes:
At December 31, 1996, the Company had
available for income tax reporting purposes net operating loss
carryforwards of approximately $660,000 and $840,000 for federal
and New York State, respectively, which can be used to offset
future taxable income through 2011.
Note 6 - Related Party Transactions:
During 1996, the Company
invested $60,000 in an entity of which the Company's Chairman is a
stockholder. The investment was written off as of December 31,
1996.
Note 7 - Subsequent Events:
On January 23, 1997, the Company was acquired by Alfa International
Corporation ("Alfa"). Substantially all the assets of Alfa had
been sold to the Company in 1993.
In connection with the merger, Alfa issued 984,410 unregistered
shares of its common stock in exchange for 100% of the outstanding
capital stock of the Company. Each share of the Company's Common
Stock is convertible into .25 shares of Alfa International Common
Stock. The Company's Chairman of the Board, who owned
approximately 75% of the Company's common stock, was issued 742,500
of such shares.
<PAGE>
TY-BREAKERS (NY) CORP.
NOTES TO FINANCIAL STATEMENTS
(See accountants' review report)
The 15,175 shares of Series A Preferred Stock, together with all
accumulated dividends thereon ($28,821), were converted into 29,865
shares of Alfa Common Stock. The 16,150 shares of Series B
Preferred Stock, were converted into 129,200 shares of Alfa Common
Stock.
The 32,300 warrants (Note 3) issued with the Series B Redeemable
Preferred Stock were converted into 8,075 Alfa Common Stock
purchase warrants. The warrants five the holder the right to
receive one share of Alfa Common Stock for $4.00 per share.
<PAGE>
ALFA INTERNATIONAL CORPORATION AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
GIVING EFFECT TO THE MERGER
JANUARY 23, 1997
The following unaudited pro forma condensed consolidated financial
statements and related notes give effect to the acquisition of Ty-
Breakers (NY) Corp. ("Ty-Breakers") by Alfa International Corp. and
subsidiary (the "Company") as if the acquisition had taken place on
January 1, 1996. It has been prepared by combining the Company's
audited consolidated balance sheet as of December 31, 1996 and the
Ty-Breakers' audited balance sheet as of December 31, 1996 and
combining the Company's consolidated audited statement of
operations and the Ty-Breakers audited statement of operations for
the year ended December 31, 1996, giving effect to certain
adjustments as described in the notes to pro forma condensed
consolidated financial statements.
This pro forma financial information is based on the estimates and
assumptions set forth herein and in the notes thereto and has been
prepared utilizing the financial statements and notes thereto
appearing elsewhere herein.
The following unaudited pro forma financial information is
presented for informational purposes only and is not necessarily
indicative of (i) the results of operations of the Company that
actually would have occurred had the Acquisition been consummated
on the date indicated or (ii) the results of operations of the
Company that may occur or be obtained in the future. The following
information is qualified in its entirety by reference to, and
should be read in conjunction with, the Company's consolidated
financial statements, including the notes thereto, and the other
historical financial information appearing in the Company's Form
10-KSB for the year ended December 31, 1996 and its Form 8-K dated
January 23, 1997, which reported the Ty-Breakers' Acquisition.
<PAGE>
<TABLE>
ALFA INTERNATIONAL CORPORATION, AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
GIVING EFFECT TO THE MERGER
DECEMBER 31, 1996
<CAPTION>
Ty-Breakers
Company (NY) Corp. Adjustments Pro Forma
_____________ _____________ _____________ _____________
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 57 $ 876 $ - $ 933
Accounts receivable - 1,323 - 1,323
Inventories - 11,893 - 11,893
Stock subscription receivable - 25,000 - 25,000
Other current assets - 3,161 - 3,161
Due from affiliates 49,511 - (49,511)<F1> -
_____________ _____________ _____________ _____________
Total Current Assets 49,568 42,253 (49,511) 42,310
PROPERTY AND EQUIPMENT, LESS
ACCUMULATED DEPRECIATION AND
AMORTIZATION - 10,664 - 10,664
_____________ _____________ _____________ _____________
GOODWILL - - 86,190<F2> 86,190
_____________ _____________ _____________ _____________
OTHER ASSETS 12,500 4,079 - 16,579
_____________ _____________ _____________ _____________
$ 62,068 $ 56,996 $ 36,679 $ 155,743
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Notes payable $ 100,000 $ 20,000 $ - $ 120,000
Accounts payable 4,286 275,918 - 280,204
Accrued expenses and other
Current liabilities - 52,514 - 52,514
Due to affiliate - 49,511 (49,511)<F1> -
_____________ _____________ _____________ _____________
Total Current Liabilities 104,286 397,943 (49,511) 452,718
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock - 314 (314)<F2> -
(9,844)<F2>
Common stock 25,595 3,301 (3,301)<F2> 35,439
Capital in excess of par value 3,053,721 510,699 (510,699)<F2> 3,053,721
Retained earnings (deficit) (3,121,534) (855,261) 590,660 <F2>(3,386,135)
_____________ _____________ _____________ _____________
Total Stockholders' Equity
(Deficiency) (42,218) (340,947) 86,190 (296,975)
_____________ _____________ _____________ _____________
$ 62,068 $ 56,996 $ 36,679 $ 155,743
<FN>
<F1>
Elimination of intercompany loans.
<F2>
Exchange of 984,410 Alfa shares for Ty-Breakers' shares (fair value estimated by management),
Elimination of Ty-Breakers' minority stockholders' equity (deficiency) in consolidation and
resulting increase in goodwill.
Goodwill was computed as follows:
Common stock issued to minority stock-
Holders (24.57%) at fair value $ 2,419
Less: Estimated fair value of the minority
Stockholders' share of Ty-Breakers
Net tangible assets (liabilities) (83,771)
__________
$ 86,190
The fair value of the shares is based on the quoted market value of the Company's common
stock, less a discount for restrictions on sale.
The adjustment to stockholders' equity (deficiency) reflects the elimination of the monority
stockholders' (24.57%) interest in Ty-Breakers equity deficiency of $340,947.
</FN>
</TABLE>
<PAGE>
<TABLE>
ALFA INTERNATIONAL CORPORATION, AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE ACQUISITION
YEAR ENDED DECEMBER 31, 1996
(Unaudited)
<CAPTION>
Ty-Breakers
Company NY Corp Adjustments Pro Forma
_____________ _____________ _____________ _____________
<S> <C> <C> <C> <C>
REVENUES:
Net Sales $ - $ 123,708 $ - $ 123,708
Other Income - 15,935 - 15,935
_____________ _____________ _____________ _____________
- 139,643 - 139,643
COSTS AND EXPENSES:
Cost of sales - 144,301 - 144,301
Selling, general and
Administrative 29,291 189,995 - 219,286
Interest expense - 2,091 - 2,091
Loss on investment - 60,000 - 60,000
Depreciation and amortization - 5,209 17,238<F3> 22,427
_____________ _____________ _____________ ______________
29,291 401,596 17,238 448,125
_____________ _____________ _____________ ______________
NET LOSS $ (29,291) $ (261,953) $ (17,238) $ (308,482)
NET LOSS PER SHARE OF
COMMON STOCK (.02) (.14)
WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING 1,186,203 2,170,613
<FN>
<F3>
Amortization of goodwill over three years.
</FN>
</TABLE>
<PAGE>
ALFA INTERNATIONAL CORPORATION
NOTES TO PRO FORMA, CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS GIVING EFFECT TO THE MERGER
(Unaudited)
NOTE A:
Since Alfa's President and majority shareholder owned
74.43% Of Ty-Breakers, the merger is being accounted for
as a combination of entities under common control. Under
this method of accounting, the results of operations of the
acquired entity are included in Alfa's historical
consolidated financial statements from its acquisition date
in a manner similar to that of the purchase method of
accounting. The shares issued to the 24.57 interest
(minority stockholders) are valued at fair value and the
excess of fair value over the pro rata share of
stockholders' equity (deficiency) is allocated to the
identifiable tangible and intangible net assets based upon
fair values and the difference to goodwill. The shares
applicable to the controlling party are carried over at
their historical cost basis and there is no pro rata
change to book values or related goodwill.
The unaudited pro forma balance sheet at December 31, 1996
presented herein has been prepared as if the acquisition
had been consummated on December 31, 1996. The unaudited
pro forma statement of operations for the year ended
December 31, 1996 has been prepared as if the acquisition
had been consummated as of January 1, 1996.
NOTE B:
Weighted average number of shares outstanding assumes the
984,410 shares of Alfa's common stock that were exchanged
for Ty-Breakers' shares were issued and outstanding since
January 1, 1996.
