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 23, 1998
(Date of earliest event reported)
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 23, 1998, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 99.1, releasing the Registrant's financial results
for the quarter ended June 30, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.1 Press release of the Registrant, dated July 23, 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 31, 1998 ALYN CORPORATION
------------------------------
(Registrant)
By: /s/ Steven S. Price
------------------------------
Steven S. Price
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
99.1 Press release of the Registrant, dated July 23, 1998.
ALYN CORPORATION REPORTS SECOND QUARTER RESULTS
Irvine, CA (July 23, 1998) - Alyn Corporation (Nasdaq: ALYN) today reported
second quarter financial results.
For the quarter ended June 30, 1998, the Company reported a net loss of
$3,538,000 or $0.33 per share, on net revenues of $32,000. This compares with a
net loss of $1,474,000, or $0.14 per share, on net revenues of $212,000 in the
second quarter of 1997. The Company's cash position at the end of the second
quarter was $8,018,000.
For the six months ended June 30, 1998, the Company reported a net loss of
$6,254,000, or $0.58 per share, on net revenues of $61,000. This compares with a
net loss of $2,417,000, or $0.22 per share, on net revenues of $254,000 for the
comparable period in 1997.
Steven S. Price, President and CEO, stated, "The loss for the quarter was
in line with our expectations. As we expect that our revenues will begin to grow
in the third quarter and our cost reduction efforts will begin to take effect,
we do not anticipate reporting a loss of this magnitude again. The decreases in
revenue from the prior year's comparable periods are not significant.
"As I indicated in my comments released July 2, we are focusing on
near-term revenue generation. We anticipate third quarter revenue to gain
momentum as we move into the fourth quarter. Our prospects continue to look
positive as orders are being shipped and current pre-production programs
progress on schedule. The early testing of our surface quality solution on
computer disks is promising and proceeding as planned.
"Our Rights Offering is proceeding on schedule," continued Price, "and our
final prospectus has now gone effective as of July 15. Early indications as to
its reception in the investment community are positive and we recently have seen
a significant increase in the number of our individual shareholders."
Alyn Corporation provides engineered solutions through metal matrix
technologies 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 Company's Rights Offering has been
filed with the Securities and Exchange Commission and became effective July 15,
1998. 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 these securities
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. This is not an underwritten offering.
A copy of the prospectus relating to the Company's Rights Offering may be
obtained 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.
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 Annual Report on Form 10-K and in the risk
factors detailed in the Company's Prospectus, dated July 15, 1998, 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.
<PAGE>
Alyn Corporation
Condensed Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, December 31,
1998 1997
---------------- ----------------
Assets
Current assets:
Cash and cash equivalents $8,018,000 $13,126,000
Accounts receivable, net 75,000 94,000
Inventories 358,000 172,000
Other current assets 105,000 201,000
-------------- --------------
Total current assets 8,556,000 13,593,000
Equipment, furniture and fixtures, net 20,885,000 13,302,000
Other assets, net 957,000 3,454,000
Intangibles, net 732,000 778,000
-------------- --------------
$31,130,000 $31,127,000
============== ==============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $1,270,000 $551,000
Current portion of long term debt 1,698,000 999,000
Accrued and other current liabilities 324,000 326,000
-------------- --------------
Total current liabilities 3,292,000 1,876,000
Long term debt
8,343,000 5,501,000
Stockholders' equity:
Common stock 11,000 11,000
Additional paid-in capital 35,700,000 33,294,000
Stock Subscriptions Receivable (407,000) -
Accumulated deficit (15,809,000) (9,555,000)
-------------- --------------
Total stockholders' equity 19,495,000 23,750,000
-------------- --------------
$31,130,000 $31,127,000
============== ==============
<PAGE>
Alyn Corporation
Condensed Statement of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
------------------------------- -------------------------------
Net Sales $32,000 $182,000 $61,000 $209,000
Contract revenue - 30,000 - 45,000
--------------- -------------- -------------- --------------
Total revenue 32,000 212,000 61,000 254,000
Costs and expenses:
Cost of goods sold 1,322,000 194,000 1,910,000 217,000
Establishment of manufacturing facilities - 293,000 - 518,000
General and administrative expenses 1,005,000 709,000 1,667,000 1,139,000
Selling and marketing 298,000 295,000 599,000 665,000
Research and development 797,000 420,000 1,953,000 645,000
--------------- -------------- -------------- --------------
Total costs and expenses 3,422,000 1,911,000 6,129,000 3,184,000
--------------- -------------- -------------- --------------
Operating loss (3,390,000) (1,699,000) (6,068,000) (2,930,000)
Other income/(expense) (148,000) 235,000 (185,000) 524,000
--------------- -------------- -------------- --------------
Loss before provision for income taxes (3,538,000) (1,464,000) (6,253,000) (2,406,000)
Provision for income taxes - 10,000 1,000 11,000
--------------- -------------- -------------- --------------
($3,538,000) ($1,474,000) ($6,254,000) ($2,417,000)
=============== ============== ============== ==============
Basic and diluted net loss per share ($0.33) ($0.14) ($0.58) ($0.22)
Common shares used in computing
basic and diluted net loss per share 10,750,000 10,750,000 10,750,000 10,750,000
</TABLE>