SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A No. 1
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Quarterly Report pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended June 30, 1996 Commission File No. 0-19893
Alpha Pro Tech, Ltd. (formerly BFD INDUSTRIES, INC.)
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(exact name of registrant a specified in its charter)
Delaware, U.S.A. 63-1009183
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
Suite 112, 60 Centurian Drive,
Markham, Ontario, Canada L3R9R2
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(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 479-0654
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 3 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| NO |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 30, 1996
Common Stock, $ .01 par value 20,495,463
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This filing on Form 10-Q/A No. 1 amends the Quarterly Report on Form 10-Q for
the 3 months ended June 30, 1996, of Alpha Pro Tech, Ltd. (the "Company"). The
undersigned Registrant hereby amends the following items, financial statements,
exhibits or other portions of its report on Form 10-Q for the three months ended
June 30, 1996, (the "Form 10-Q"), as set forth below:
The following Items are hereby amended and restated to read in their entirety as
they appear in this amendment.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In June, 1996, an action was commenced against the Company in the Superior
Court of the State of Arizona, in and for the County of Maricopa by
Neu-Invest, Inc., an Arizona Corporation (The "Plaintiff"). The complaint
alleges that in the latter part of December, 1994, the Plaintiff, through
its agent Alfred Bowen, became aware of a private offering of securities
being made by the Company, that it contacted Al Millar, the Company's
President, through Mr. Bowen, and that the Company, in a letter dated
February 14, 1995, offered to sell, to investors including Plaintiff, a
minimum $ 300,000 investment consisting of 400,000 shares of Common Stock
together with equal number of two year Warrants to purchase an additional
400,000 shares at $ .75 per share, and that on March 22, 1995, Bowen wrote
to Mr. Millar accepting the offer on behalf of Plaintiff, noting that they
intended to request additional materials, and that the unnamed buyers
board had yet to approve the transaction. Plaintiff alleges that it is
entitled to damages equal to the difference between the price of the
Company's Stock which was $ 2.31 per share on February 14, 1995, the day
they allege they accepted an offer allegedly made by the Company, and the
$ . 75 per share price, or $ 624,000. In addition, they allege an equal
amount with respect to the Warrants that were to be included with the
shares.
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The Company moved to have the case transferred to the United States
District Court for the District of Arizona. The Plaintiff consented to
such removal and the Company filed an answer to the complaint, denying all
material allegations. While the matter is still in the early stages of
litigation, the Company believes the case is without merit, and can be
successfully defended. It's belief is based on the following:
The Company's purported offer of February 14, 1995 was not unconditionally
accepted by Plaintiff in the letter of March 22, 1995, so as to create a
contract. It did not disclose the buyers; was conditioned upon approval by
an unnamed board of directors; and the receipt of additional material.
Plaintiff was advised by Mr. Millar that a pre-requisite to the sale of
any stock by the Company to any party was the execution and return by the
purchaser of a Subscription Agreement, an Investor Questionnaire and a
Purchaser Representative Questionnaire and Certificate. The Company
contends that the Plaintiff and/or its representatives received copies of
these documents prior to receiving the Company's alleged "offer", in the
letter dated February 14, 1995. This information was essential in order to
ensure compliance with the exemptions claimed for this transaction under
the Securities Act. Moreover, the Company's stock transfer agent would not
transfer the stock to any party in the absence of an opinion of counsel
that an exemption under the Securities Act applied. Thus, no transfer
would be made unless it was shown that the buyer was an accredited
investor, and made certain representations which were included in the
subscription documents.
As a further condition to any transaction, the Company required receipt of
payment for the stock agreed to be purchased, together with the executed
subscription agreements at its office no later than March 31, 1995. Even
though Mr. Bowen was made aware of this deadline, no such payment was ever
made or tendered by Plaintiff, nor were any subscription agreements
executed and returned.
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Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 6, 1997 By: /S/ Sheldon Hoffman
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SHELDON HOFFMAN
Chief Executive Officer
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