ALYN CORP
8-K, 1998-08-03
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 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>


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