As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-57939
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO.1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Alyn Corporation
(Exact name of registrant as specified in its charter)
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<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 3460 33-0709359
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
16761 Hale Avenue
Irvine, California 92606
(949) 475-1525
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Richard L. Little
Vice President, Finance and Administration;
Chief Financial Officer and Secretary
16761 Hale Avenue
Irvine, California 92606
(949) 475-1525
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Gerald A. Eppner, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
(212) 504-6000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: | |
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: | |
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: | |
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: | |
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CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered(1) Registered Per Share(1) Offering Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rights to Purchase Common Stock 1,900,000 Rights $0 $0 $0(2)
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Common Stock, par value $.001 per share(3) 1,900,000 Rights $5.50(4) $10,450,000 $3,083
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement relates to the Company's rights (the "Rights")
to purchase shares of common stock, par value $.001 per share (the "Common
Stock"), and the shares of Common Stock issuable upon exercise of those
Rights.
(2) Since both the Rights and the Common Stock underlying the Rights are
being registered for distribution under this Registration Statement,
for purposes of Rule 457(g), there is no separate registration fee for the
Rights.
(3) These shares of Common Stock are issuable upon exercise of the Rights.
(4) The subscription price for purchase of a share of Common Stock upon
exercise of one Right.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
1,900,000 Shares
[ALYN LOGO]
Common Stock
Alyn Corporation ("Alyn" or the "Company") is distributing to the holders
of record of the Company's outstanding common stock, par value $.001 per share
(the "Common Stock"), at the close of business on July 15, 1998 (the "Record
Date") nontransferable rights (the "Rights") to subscribe for and purchase an
aggregate of up to 1,900,000 shares (the "Shares") of the Company's Common Stock
(the "Rights Offering").
Each holder of record of Common Stock on the Record Date will receive
.17674 Rights for each one share of Common Stock (or one Right for every 5.65803
shares of Common Stock) held. Each Right entitles the holder to purchase one
share of Common Stock (the "Basic Subscription Right") at a purchase price of
$5.50 per share (the "Subscription Price"). The Rights will expire at 5:00 p.m.,
Eastern Daylight Time, on August 28, 1998, unless extended by the Company, in
its discretion, for up to 10 business days (the "Expiration Date"). Any Rights
that remain unexercised at the close of business on the Expiration Date shall
expire and will no longer be exercisable. The number of Rights distributed by
Alyn to each holder of record of Common Stock will be rounded up to the nearest
whole number. No fractional Rights or cash in lieu thereof will be issued or
paid by the Company.
To the extent that Rights are not exercised, the Company will offer any
remaining Shares to stockholders who have indicated a desire to purchase shares
of Common Stock in excess of their Basic Subscription Right. The Company's
outside directors and their affiliates -- Kingdon Capital Management Corp.; Udi
Toledano; and Edelson Technology Partners III-- who hold Basic Subscription
Rights aggregating 629,901 Shares ($3,464,457), have advised the Company that
they intend to exercise Rights for an aggregate of at least 909,091 Shares ($5
million), to the extent available. In order to reduce the dilutive effect of
this Rights Offering, Mr. Robin A. Carden, the Company's founder, has advised
the Company that he will transfer to the Company, without charge, 500,000 shares
of Common Stock. Mr. Carden will not be exercising his Basic Subscription Right
to 538,085 Shares. As a result, if all Rights are exercised, the Company will
receive proceeds from the sale of 1.9 million shares, but its outstanding Common
Stock will increase over the current level by only 1.4 million shares.
The Shares purchasable upon exercise of the Rights are identical to the
shares of Common Stock of Alyn currently traded on the National Market of The
Nasdaq Stock Market, Inc. ("Nasdaq") under the symbol "ALYN." On June 26, 1998,
the date of the first public announcement of the Rights Offering, the closing
price per share of Alyn Common Stock as reported by Nasdaq was $6.13. On July
13, 1998, the closing price per share was $5.88.
See "Risk Factors" beginning on page 6 of this Prospectus for a discussion
of certain factors that should be considered in connection with the Rights and
Common Stock offered hereby.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Exercise Price Proceeds to Company(1)
- -------------------------------------------------------------------------------
Per Share........... $5.50 $5.39
Total............... $10,450,000 $10,250,000
(1) Before deducting expenses payable by the Company, estimated to be $200,000.
The Shares are being offered and sold directly by the Company, and no
commission or other remuneration will be paid to any person for soliciting
purchase of shares of Common Stock in the Rights Offering.
The Rights may not be exercised by any person, and neither this Prospectus
nor any subscription certificate shall constitute an offer to sell or a
solicitation of an offer to purchase any shares of Common Stock, in any
jurisdiction in which such transaction would be unlawful.
The date of this Supplemental Prospectus is August , 1998
<PAGE>
SUPPLEMENTAL PROSPECTUS
Alyn Corporation, a Delaware corporation ("Alyn" or the "Company"), hereby
amends and supplements its Prospectus, dated July 15, 1998 (the "Prospectus"),
as follows:
The section on page __ of the Prospectus captioned "PROSPECTUS SUMMARY--The
Rights Offering--Expiration Date" is hereby deleted and replaced to read in its
entirety as follows:
Expiration Date.............The Rights will expire at 5:00 p.m., Eastern
Daylight Time, on August 28, 1998, unless extended
by the Company, in its discretion, for up to 10
business days (the "Expiration Date"). Any Rights
that remain unexercised at the close of business on
the Expiration Date shall expire and will no longer
be exercisable. See "The Rights Offering--
Expiration Date."
The section on page __ of the Prospectus captioned "THE RIGHTS
OFFERING--Expiration Date" is hereby deleted and replaced to read in its
entirety as follows:
Expiration Date
The Rights will expire at 5:00 p.m., Eastern Daylight Time, on August 28, 1998,
unless extended by Alyn, in its discretion, for up to 10 business days. After
the Expiration Date, unexercised Rights will be null and void. The Company will
not be obligated to honor any purported exercise of Rights received by the
Subscription Agent after the Expiration Date, regardless of when the documents
relating to such exercise were sent, except if sent in compliance with the
Guaranteed Delivery Procedures described below.
The information in the section on page __ of the Prospectus captioned
"INCORPORATION BY REFERENCE" is hereby supplemented to additionally incorporate
by reference Alyn's Current Report on Form 8-K, dated July 23, 1998, as filed
with the Commission on August 3, 1998.
No further or other amendments or supplements to the Prospectus are hereby
effected.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on July 31, 1998.
ALYN CORPORATION
BY: /s/ Steven S. Price
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Steven S. Price
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on July 31, 1998.
Signature Title
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/s/ Steven S. Price President, Chief Executive Officer
- ----------------------------- and a Director
Steven S. Price (Principal Executive Officer)
/s/ Richard L. Little Chief Financial Officer
- ----------------------------- (Principal Financial and
Richard L. Little Accounting Officer)
* Director
- -----------------------------
Robin A. Carden
* Director
- -----------------------------
Harry Edelson
* Director
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Michael Markbreiter
* Director
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Walter R. Menetrey
* Director
- -----------------------------
Udi Toledano
*By: /s/ Steven S. Price
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Authorized signatory
pursuant to power of
attorney previously filed
