SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
ALYN CORPORATION
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
022611107
(CUSIP Number)
WILLIAM B. MASTERS
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE, FLOOR 51
NEW ORLEANS, LA 70170
(504) 582-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MARCH 9, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of S.S. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See S. 240.13d-7(b) 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).
<PAGE>
CUSIP No. 022611107
1) Names of Reporting Persons.... Talisman Capital Opportunity Fund Ltd.
I.R.S. Identification Nos. of Above Persons (entities only)....
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .......................................... _____
(b) .......................................... _____
3) SEC Use Only
4) Source of Funds (See Instructions)............ OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ........................ _____
6) Citizenship or Place of Organization ......... British Virgin
Islands
Number of (7) Sole Voting Power .................. 0
Shares Bene-
ficially (8) Shared Voting Power ................ 968,333(1)
Owned By
Each Reporting (9) Sole Dispositive Power ............. 0
Person
With (10) Shared Dispositive Power ............ 968,333(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person ............................. 968,333(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions).... ______
13) Percent of Class Represented by Amount
in Row 11 .................................... 8.02%(1)(2)
14) Type of Reporting Person (See Instructions) .. CO
<PAGE>
CUSIP No. 022611107
1) Names of Reporting Persons ...................... Talisman Capital
Opportunity Inc.(3)
I.R.S. Identification Nos. of Above Persons (entities only) .....
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .......................................... _____
(b) .......................................... _____
3) SEC Use Only
4) Source of Funds (See Instructions) ........... OO
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 (7) Sole Voting Power .................. 0
Shares Bene-
ficially (8) Shared Voting Power ................ 968,333(1)
Owned by
Each Reporting (9) Sole Dispositive Power ............. 0
Person
With (10) Shared Dispositive Power ........... 968,333(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person ............................. 968,333(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) ... ______
13) Percent of Class Represented by Amount
in Row 11 8.02%(1)(2)
14) Type of Reporting Person (See Instructions) ... CO
<PAGE>
CUSIP No. 022611107
1) Names of Reporting Persons ..................... Geoffrey Tirman(4)
I.R.S. Identification Nos. of Above Persons (entities only) ....
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ......................................... _____
(b) ......................................... _____
3) SEC Use Only
4) Source of Funds (See Instructions) .......... OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ....................... _____
6) Citizenship or Place of Organization - United States
Number of (7) Sole Voting Power ................. 0
Shares Bene-
ficially (8) Shared Voting Power ............... 968,333(1)
Owned By
Each (9) Sole Dispositive Power 0
Reporting
Person (10) Shared Dispositive Power ......... 968,333(1)
11) Aggregate Amount Beneficially Owned by Each
Reporting Person ............................ 986,333(1)
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)... ______
13) Percent of Class Represented by Amount
in Row 11 .................................... 8.02%(1)(2)
14) Type of Reporting Person (See Instructions) .. IN
<PAGE>
(1) Beneficial Ownership of 968,333 shares of Common Stock reported
hereunder is so being reported solely as a result of the Note and Warrant, as
defined and described in Item 3. The Warrant entitles Talisman (as hereinafter
defined) to purchase up to 135,000 shares of Common Stock (as hereinafter
defined). The number of shares of Common Stock to be received by Talisman upon
the exchange of the Note is, among other things, based on the "Exchange Price",
as such term is defined in the Note.
(2) The 968,333 shares indicated represent 8.02% of the sum of (a) the
outstanding shares of Common Stock of the Issuer as of November 10, 1998, as
represented by the Issuer in its Quarterly Report on Form 10-Q for the period
ended September 30, 1998 and (b) the 968,333 shares of Common Stock subject to
the Note and Warrant.
(3) Solely in its capacity as the investment manager of Talisman.
(4) Solely in his capacity as the sole stockholder of Talisman Capital
Opportunity Inc.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.001 per share
(the "Common Stock"), of Alyn Corporation, a Delaware corporation (the
"Issuer"). The Issuer's principal executive office is located at 16761 Hale
Avenue, Irvine, California 92606.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Talisman Capital Opportunity Fund Ltd., a
corporation formed under the laws of the British Virgin Islands ("Talisman");
Talisman Capital Opportunity Inc., a Delaware corporation (the "Investment
Manager"); and Geoffrey Tirman (together with Talisman and the Investment
Manager, the "Reporting Persons").
Talisman's principal business is the investment in the securities of
private and public companies. The principal business address of Talisman is
Harbour Centre, 4th Floor, PO Box 61 GT North Church Street, Grand Cayman, BWI.
Clive Harris is a director of Talisman. The present principal occupation
or employment of Mr. Harris is partner of Paul Harris & Company, a Cayman
Islands firm of Chartered Accountants, and Managing Director of International
Management Services Ltd. The principal business address of Mr. Harris and
International Management Services Ltd is Harbour Centre, 4th Floor, PO Box 61
GT North Church Street, Grand Cayman, BWI.
Martin Lang is a director of Talisman. The present principal occupation
or employment of Mr. Lang is Company Manager of International Management
Services Ltd. The principal business address of Mr. Lang and International
Management Services Ltd is Harbour Centre, 4th Floor, PO Box 61 GT North Church
Street, Grand Cayman, BWI.
The Investment Manager's principal business is the management of the
investment and reinvestment of Talisman's assets. Mr. Tirman is the sole
stockholder of the Investment Manager, and his principal occupation is as the
principal officer of the Investment Manager responsible for such activities.
The principal business address of the Investment Manager and Mr. Tirman is
16101 LaGrande Drive, Suite 100, Little Rock, Arkansas 72211.
(d) None of the persons or entities named in this Item 2 has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons or entities named in this Item 2 has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to 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 violation with respect to such
laws.
(f) Geoffrey Tirman is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 9, 1999, the Issuer entered into a loan agreement with Talisman
(the "Loan Agreement"), pursuant to which (1) Talisman advanced a loan to the
Issuer evidenced by a 6.00% Senior Exchangeable Promissory Note due March 10,
2002 (the "Note") that is, subject to certain limitations, exchangeable into
shares of Common Stock, and (2) the Issuer executed and delivered a warrant
(the "Warrant") to Talisman, entitling Talisman, subject to certain
limitations, to purchase up to 135,000 shares of Common Stock. The sources of
the funds used to purchase the Note and Warrant, including any funds that may
be used to exercise the Warrant, were and will be (a) share subscriptions by
the shareholders of Talisman and (b) proceeds of transactions with respect to
prior investments of Talisman.
ITEM 4. PURPOSE OF TRANSACTION.
The securities covered by this statement were acquired by the Reporting
Persons for investment purposes. The Reporting Persons intend to continue to
evaluate the investment in the securities covered by this statement based on
the Issuer's financial conditions, results of operations and prospects as well
as other then existing or anticipated facts or circumstances, including general
economic, market and other financial conditions. Accordingly, the Reporting
Persons reserve the right to change their plans and intentions with respect to
the investment in the securities covered by this statement at any time, as they
deem appropriate. In particular, the Reporting Persons may, at any time and
from time to time acquire or dispose of additional shares of Common Stock.
There can be no assurance that the Reporting Persons will increase or decrease
their investment in the Issuer.
The Reporting Persons reserve the right to exercise any and all of their
respective rights as a stockholder of the Issuer in a manner consistent with
their equity interest.
None of the Reporting Persons has a present plan or proposal that relates
to, or would result in, any of the transactions described in subparagraphs (a)
through (j) under Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Because the Investment Manager is the sole investment manager with regard
to Talisman's assets, the Investment Manager may be deemed to beneficially own
the shares of Common Stock beneficially owned by Talisman. Because Geoffrey
Tirman is the sole stockholder of the Investment Manager, he may be deemed to
beneficially own the shares of Common Stock deemed beneficially owned by the
Investment Manager. Geoffrey Tirman and the Investment Manager disclaim
beneficial ownership of the Common Stock beneficially owned by Talisman except
to the extent of their actual individual pecuniary interest therein.
Based upon the information contained in the Issuer's Form 10-Q for the
quarter ended September 30, 1998 that there were 11,107,878 shares of Common
Stock issued and outstanding as of November 10, 1998, each Reporting Person
owns or may be deemed to own 8.72% of the outstanding shares of Common Stock.
The Investment Manager, as the manager of the assets of Talisman, has the
right to direct the vote of and dispose of the Common Stock beneficially owned
by Talisman. Geoffrey Tirman, as the sole stockholder of the Investment
Manager, has the right to direct the vote of and dispose of the Common Stock
deemed beneficially owned by the Investment Manager.
Except as set forth above, none of the Reporting Persons
beneficially owns any shares of Common Stock.
ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Items 3 and Item 5 of this Schedule 13D, none of
the Reporting Persons has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, the transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 19, 1999 TALISMAN CAPITAL OPPORTUNITY FUND LTD.
By: TALISMAN CAPITAL OPPORTUNITY INC.
/s/ Geoffrey Tirman
By: _____________________
Name: Geoffrey Tirman
Title: Chief Executive Officer
TALISMAN CAPITAL OPPORTUNITY INC.
/s/ Geoffrey Tirman
By: _____________________
Name: Geoffrey Tirman
Title: Chief Executive Officer
/s/ Geoffrey Timan
_______________________
GEOFFREY TIRMAN
