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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Alyn Corporation
Title of Class of Securities: Common Stock, $.001 par value
CUSIP Number: 022611107
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Peter J. Cobos c/o Kingdon Capital Management, LLC
152 West 57th Street, New York, New York 10019, (212) 333-0100
(Date of Event which Requires Filing of this Statement)
June 30, 1998
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 [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 022611107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kingdon Capital Management, LLC
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
125,000
8. Shared Voting Power:
3,110,455
9. Sole Dispositive Power:
125,000
10. Shared Dispositive Power:
3,110,455
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,235,455
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
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13. Percent of Class Represented by Amount in Row (11)
29.1%
14. Type of Reporting Person
CO
3
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CUSIP No. 022611107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
M. Kingdon Offshore NV
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Netherlands Antilles
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
1,970,673
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,970,673
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,970,673
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
17.7%
14. Type of Reporting Person
CO
5
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CUSIP No. 022611107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kingdon Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
569,891
9. Sole Dispositive Power:
10. Shared Dispositive Power:
569,891
11. Aggregate Amount Beneficially Owned by Each Reporting Person
569,891
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
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13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
PN
7
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CUSIP No. 022611107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kingdon Associates, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
569,891
9. Sole Dispositive Power:
10. Shared Dispositive Power:
569,891
11. Aggregate Amount Beneficially Owned by Each Reporting Person
569,891
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
8
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13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
PN
9
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Item 1. Security and Issuer.
This statement relates to shares of common stock, par
value $.001 per share (the "Common Stock") of Alyn
Corporation ("ALYN"). ALYN's principal executive office
is located at 16871 Noyes Ave, Irvine, California 92606.
Item 2. Identity and Background.
This statement is being filed on behalf of Kingdon
Capital Management, LLC ("KCMC"), a Delaware limited
liability company, M. Kingdon Offshore NV, a Netherlands
Antilles corporation (the "Offshore Fund"), and Kingdon
Partners, L.P. and Kingdon Associates, L.P., each of
which is a Delaware investment limited partnership (the
"Partnerships," and, together with KCMC and the Offshore
Fund, the "Reporting Persons"). KCMC's principal
business is to act as an investment adviser and it acts
as investment adviser or general partner to the Offshore
Fund and the Partnerships. The principal office of KCMC
and the Partnerships is at 152 West 57th Street, New
York, New York 10019. The principal office of the
Offshore Fund is located at c/o Goldman Sachs (Cayman)
Trust, Limited, P.O. Box 896, Harbour Centre, George
Town, Grand Cayman, Cayman Islands.
Mr. Mark Kingdon is the sole Managing Member of KCMC.
None of Mr. Kingdon or the Reporting Persons have,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). None of Mr. Kingdon or the Reporting
Persons have, during the last five years, been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violations with respect to such laws.
Mr. Kingdon is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, KCMC is deemed to beneficially
own 3,235,455 shares of Common Stock, the Offshore Fund
owns 1,970,673 shares of Common Stock and each of the
Partnerships owns 569,891 shares of Common Stock. All
3,235,455 shares of Common Stock are held by entities
and managed accounts over which KCMC has investment
discretion. The 3,235,455 shares of Common Stock deemed
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to be owned by KCMC were purchased in private
transactions at an aggregate cost of $8,932,963. The
shares owned by the Offshore Fund and the Partnerships
were also purchased in private transactions, at an
aggregate cost of $5,448,160.46 for the Offshore Fund
and 820,526.50 for each of the Partnerships. The funds
for the purchase of the Common Stock held in the
entities and managed accounts over which KCMC has
investment discretion have come from each entity's or
account's own funds. No leverage was used to purchase
any shares.
Item 4. Purpose of Transactions.
The shares of Common Stock deemed to be beneficially
owned by the Reporting Persons were acquired for, and
are being held for, investment purposes.
None of the Reporting Persons has a plan or proposal
which relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. Interest in Securities of Issuer.
As of the date hereof, KCMC is deemed to be the
beneficial owner of 3,235,455 shares of Common Stock,
the Offshore Fund owns 1,970,673 shares of Common Stock
and each of the Partnerships owns 569,891 shares of
Common Stock. Based on information received from the
Company, as of September 10, 1998 there were 11,107,982
shares of Common Stock outstanding. Therefore, KCMC may
be deemed to beneficially own 29.1%, the Offshore Fund
owns 17.7% and each of the Partnerships owns 5.1% of the
outstanding shares of Common Stock. Each of the
Reporting Persons has the sole or shared power to vote,
direct the vote, dispose of or direct the disposition of
all the shares of Common Stock that it is currently
deemed to beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None of the Reporting Persons has a contract,
arrangement, understanding or relationship with any
person with respect to the Common Stock.
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Item 7. Material to be Filed as Exhibits.
1. An agreement relating to the filing of a joint statement
as required by Rule 13d-1(f) under the Securities
Exchange Act of 1934 is filed herewith as Exhibit A.
2. A description of the transactions in the shares of
Common Stock that were effected by the Reporting Persons
in the sixty days prior to June 30, 1998 through the
date of this filing is filed herewith as Exhibit B.
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Signature
The undersigned, after reasonable inquiry and to the
best of their knowledge and belief, certifies that the
information set forth in this statement is true,
complete and correct.
Date
September 16, 1998
KINGDON CAPITAL MANAGEMENT, LLC
/s/ Peter J. Cobos
__________________
By: Peter J. Cobos
Title: Chief Financial Officer
M. KINGDON OFFSHORE NV
By: Kingdon Capital Management, LLC,
Investment Manager
/s/ Peter J. Cobos
__________________
By: Peter J. Cobos
Title: Chief Financial Officer
KINGDON ASSOCIATES, L.P.
By: Kingdon Capital Management, LLC,
General Partner
/s/ Peter J. Cobos
__________________
By: Peter J. Cobos
Title: Chief Financial Officer
KINGDON PARTNERS, L.P.
By: Kingdon Capital Management, LLC,
General Partner
/s/ Peter J. Cobos
__________________
By: Peter J. Cobos
Title: Chief Financial Officer
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
September 16, 1998 relating to the common stock of Alyn
Corporation shall be filed on behalf of the undersigned.
KINGDON CAPITAL MANAGEMENT, LLC
/s/ Peter J. Cobos
__________________
By: Peter J. Cobos
Title: Chief Financial Officer
M. KINGDON OFFSHORE NV
By: Kingdon Capital Management, LLC
Investment Manager
/s/ Peter J. Cobos
__________________
By: Peter J. Cobos
Title: Chief Financial Officer
KINGDON ASSOCIATES, L.P.
By: Kingdon Capital Management, LLC
General Partner
/s/ Peter J. Cobos
__________________
By: Peter J. Cobos
Title: Chief Financial Officer
KINGDON PARTNERS, L.P.
By: Kingdon Capital Management, LLC
General Partner
/s/ Peter J. Cobos
__________________
By: Peter J. Cobos
Title: Chief Financial Officer
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Exhibit B
SCHEDULE OF TRANSACTIONS - KINGDON CAPITAL MANAGEMENT, LLC
Date Shares Purchased Price Per Share
or (Sold) (Not Including Commission)
________ _______________ ______________________
6/30/98 363,636 $5.5
8/21/98 381,819 5.5
SCHEDULE OF TRANSACTIONS - M. KINGDON OFFSHORE NV
Date Shares Purchased Price Per Share
or (Sold) (Not Including Commission)
________ _______________ ______________________
6/30/98 218,182 $5.5
8/21/98 229,091 5.5
SCHEDULE OF TRANSACTIONS - KINGDON PARTNERS, L.P.
Date Shares Purchased Price Per Share
or (Sold) (Not Including Commission)
________ _______________ ______________________
6/30/98 72,727 $5.5
8/21/98 76,364 5.5
SCHEDULE OF TRANSACTIONS - KINGDON ASSOCIATES, L.P.
Date Shares Purchased Price Per Share
or (Sold) (Not Including Commission)
________ _______________ ______________________
6/30/98 72,727 $5.5
8/21/98 76,364 5.5
15
48400002.AM9
