AFGL INTERNATIONAL, INC.
SUPPLEMENT NO. 1
TO THE PROSPECTUS DATED SEPTEMBER 5, 1996
The Date of This Supplement Is October 3,1996
On or about October 4, 1996, AFGL International, Inc. (the
"Company"), proposes to disseminate a notice of annual meeting
and proxy statement for a meeting of stockholders scheduled for
November 6, 1996. At the annual meeting, stockholders will be
asked to consider and vote on a proposal to change the state of
incorporation of the Company from Nevada to Delaware, and in
connection therewith change the name of the Company to Headway
Corporate Resources, Inc. If the stockholders approve the
proposal, the Company will merge with and into a Delaware
corporation formed for the purpose of effecting the change in the
Company's domicile. In addition to the change in domicile,
stockholders will consider and vote on the election of directors
and the appointment of independent accountants for the Company.
On September 26 and 27, 1996, the Company received notices
of conversion from three holders of the Company's Series D
Convertible Preferred Stock. Information regarding the
conversion is presented in the following table.
Name of Selling Face Value of Dividend on Number of
Stockholder Shares Shares Common Shares
Converted (1) Converted Issued (2)
Jules Nordlicht $500,000 $13,150.68 175,737
A. Zyskind $1,050,000 $27,616.44 369,047
Leibel Stern $250,000 $6,630.14 86,700
(1) This is the amount paid in cash by each Selling Stockholder
for the purchase of his shares of Series D Convertible Preferred
Stock.
(2) The Company elected to pay the dividend in Shares of common
stock, so these figures include the Shares issued in payment of
the dividend.
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The Selling Stockholders listed above propose to offer the
Shares in transactions for their own account in the over-the-
counter market either directly to market makers or in broker's
transactions in which the broker does no more than place the
order for the Selling Stockholder and charges the customary
commission for such service.
On September 27, 1996, the last reported sale price of the
Company's Common Stock (symbol AFGL) as reported by the NASDAQ
SmallCap Market was $4.125 per share.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS
OF THE COMPANY DATED SEPTEMBER 5, 1996, PERTAINING TO THE OFFER
OF UP TO 3,364,711 SHARES BY CERTAIN SELLING STOCKHOLDERS. ALL
INFORMATION PRESENTED IN THE PROSPECTUS IS DEEMED TO BE UPDATED
AND, WHERE APPROPRIATE, SUPERSEDED BY THE INFORMATION PRESENTED
HEREIN.
