ALYN CORP
8-K, 1998-07-02
ABRASIVE, ASBESTOS & MISC NONMETALLIC MINERAL PRODS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                         Date of Report: July 2, 1998



                                Alyn Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                     000-21153           33-0709359
- --------------------------------------------------------------------------------
(State or other jurisdiction of      (Commission File    (IRS Employer 
         incorporation)                   Number)         Identification Number)


16761 Hale Avenue, Irvine, California                         92606     
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (949) 475-1525



<PAGE>

Item 5.  Other Materially Important Events

     On July 2, 1998, the Registrant issued a press release,  a copy of which is
attached  hereto as Exhibit  99.1,  responding  to a recent sharp decline in the
Registrant's share price and providing an update on the Registrant's business.

Item 7.  Financial Statements and Exhibits

         (c) Exhibits.

         99.1      Press release of the Registrant, dated July 2, 1998.


<PAGE>


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned herewith duly authorized.

Date:  July 2, 1998                             ALYN CORPORATION
                                        --------------------------------
                                                  (Registrant)


                                        By:  /s/ Richard L. Little
                                             --------------------------
                                             Richard L. Little
                                             Chief Financial Officer
<PAGE>

EXHIBIT INDEX

Exhibit

99.1      Press release of the Registrant, dated July 2, 1998.



                    ALYN CORPORATION RESPONDS TO RECENT SHARP
              DECLINE IN SHARE PRICE AND PROVIDES BUSINESS UPDATE


     Irvine,  CA - July 2, 1998 - Alyn  Corporation  (Nasdaq:  ALYN) - Steven S.
Price, Alyn Corporation's new President & Chief Executive Officer,  provided his
reaction today to the recent  negative trend in Alyn's stock price.  Price,  who
has now been with  Alyn for two  months,  stated,  "It is  unfortunate  that the
announcement of our intention to offer  shareholders the opportunity to purchase
$10 million in additional  stock appears to have lead to a recent decline in our
stock price."

     Alyn  announced  on June 29,  1998  that it would  offer  shareholders  the
opportunity to purchase  additional stock to add working capital for Alyn. Price
continued,  "Alyn has over $8  million  in cash at the end of June.  The  Rights
Offering is to provide us additional working capital as we now begin production,
to support the growth of our  business.  We have also been  reducing our working
capital  requirements  by taking  positive steps to reduce our current cash burn
rate and to slow its growth as the Company  grows.  We believe these are prudent
steps to take now, even though Alyn's  future looks  brighter  today than it did
even 60 day ago."

     The Company is focusing its product  development  efforts in five  areas...
premium  priced  golf club heads and  shafts,  selected  automotive  components,
aerospace  components,  disk  substrates  for  computer  hard drives and nuclear
shielding for waste storage casks.

     Recent communications by the Company have reported positive momentum in its
golf club and automotive  businesses,  including  additional  golf programs with
several  well-known golf club companies.  The Company has also recently received
advanced   quality   system   approval  by  three  major   aerospace/air   frame
manufacturers.

     Since  receiving  these  approvals,  the Company has  received a three-year
contract to produce  $750,000 of cargo  handling  equipment for multiple  Boeing
aircraft.  The Company has also received a five-year  contract to produce forged
valve body hydraulic actuators for the commercial aircraft industry and an order
for overhead storage bin components for Airbus Industries.  Price commented, "We
are just beginning to see the positive results from our strategic  manufacturing
investment over the past 18 months."

     In addition to the aerospace/air  frame business,  the Company has received
production  orders for F-16 missile  launch  rails,  extruded  tube for military
helicopters and tubing for a lacrosse stick manufacturer.

     Progress continues with the Company's  computer hard-disk program.  Several
surface  quality  issues  remain,   relating  to  industry  requirements  for  a
"pit-free" surface,  although the Company believes it has developed solutions to
these  issues  which are now in  testing.  Large-scale  disk  production  is not
expected until the second half of 1999.

     Price added,  "We are also pleased with the progress we have  recently made
in our nuclear  shielding  efforts.  We have shipped  prototypes to our customer
whose evaluation of these we believe will lead to production later this year."

     Price completed his comments saying, "From my perspective,  the outlook for
Alyn  Corporation  has never been  better.  We are focused on those  projects we
expect to produce near-term revenues, net income and cashflow and we believe our
shareholders will see the positive momentum grow from these programs as the year
progresses.

     "The pledge by our outside directors and their associated funds to purchase
at least $5 million of this  offering and the donation by Robin  Carden,  Alyn's
Founder, of 500,000 shares to reduce dilution, demonstrates their recognition of
our recent progress toward achieving the opportunity we see for the Company."

     Alyn Corporation  provides  customized metal matrix composite  solutions to
meet the specific  product  needs of its  customers  in consumer and  industrial
markets. Alyn is a vertically-integrated metal matrix composite company offering
advanced metal matrix  composites,  customer  driven  engineering  solutions and
strategically  developed manufacturing  processes.  The Company engages in joint
development  projects with many of its customers in selected large markets where
the design and production of metal matrix composite-based products provide those
customers  with products that are  innovative,  reduce their overall  production
cost, or provide value added performance.

     A registration  statement relating to the securities in the Rights Offering
has been filed with the  Securities  and  Exchange  Commission,  but has not yet
become  effective.  These  securities  may not be sold nor may  offers to buy be
accepted prior to the time the registration  statement becomes  effective.  This
press release shall not  constitute an offer to sell or the  solicitation  of an
offer  to buy nor  shall  there  be any  sale of the  securities  in the  Rights
Offering in any State or country in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws
of any such State or country.

     A copy of the  preliminary  prospectus  filed  with  the  SEC is  available
through the Company. Please write to Investor Relations, Alyn Corporation, 16761
Hale  Avenue,  Irvine,  CA 92606  or call  1-949-475-1525.  A copy of the  final
prospectus  will be available  following the effective date of the offering from
the Company's Information Agent, Innisfree M&A Incorporated, 501 Madison Avenue,
New York,  NY 10022.  Shareholders  with  questions  are  encouraged  to contact
Innisfree toll free at 1-888-750-5834 or the Company at 1-949-475-1525.

     Except for historical  information contained herein, this document contains
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995. These statements  involve known and unknown risks
and uncertainties  that may cause the Company's actual results or outcomes to be
materially  different from those anticipated and discussed herein.  Further, the
Company operates in an industry sector where  securities  values may be volatile
and may be  influenced  by  regulatory  and other  factors  beyond the Company's
control.   Important   factors  that  the  Company  believes  might  cause  such
differences  are  discussed  in  the  cautionary  statements   accompanying  the
forward-looking  statements in the Company's  Prospectus on Form S-3, dated June
29,  1998 and its  Annual  Report on Form 10-K  filed  with the  Securities  and
Exchange Commission. In assessing  forward-looking  statements contained herein,
readers are urged to read carefully all cautionary statements contained in those
filings with the Securities and Exchange Commission.



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