SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 28, 1996
(Date of earliest event reported)
Lanxide Corporation
(Exact name of Registrant as specified in its charter)
Delaware 0-16293 51-0270253
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
1300 Marrows Road
Newark, Delaware 19714
(Address of principal executive offices, including zip code)
(302) 456-6200
(Registrant's telephone number, including area code)
_________________________________________________________
(Former name or former address, if changed since last report)
ITEM 2.
On June 28, 1996, Lanxide Corporation, a
Delaware corporation (the "Company"), consummated the
following transactions: (i) the Company acquired from
E.I. du Pont de Nemours & Company, a Delaware corporation
("DuPont"), the ownership interests in Lanxide Electronic
Components, Inc. ("LEC") and Lanxide Armor Company, L.P.
("LAC") not previously owned by the Company and (ii) the
Company sold to DuPont 20% of its ownership interest in
DuPont Lanxide Composites, Inc. ("DLC") (the
"Restructuring"). Prior to the Restructuring, each of
LEC, LAC and DLC was a joint venture in which the Company
owned 80%, 27% and 30%, respectively, and DuPont owned
the remaining percentage of each venture. Upon
consummation of the Restructuring, LEC and LAC became
wholly owned subsidiaries of the Company, and the Company
reduced its ownership interest in DLC to 10%.
On July 1, 1996, the Company issued a press
release regarding the Restructuring, a copy of which is
attached hereto as an exhibit and incorporated herein by
reference.
ITEM 7.
(a) and (b) It is impractical for the Company to file
the financial statements and pro forma financial
information required by Item 310(a) of Regulation S-B at
this time. The Company intends to file the required
financial statements and pro forma financial information
by August 14, 1996, and will file such information in no
event later than 60 days from the date on which this Form
8-K is filed.
(c) (2.0) Sale of Interest Agreement,
dated June 28, 1996, among
DuPont, Lanxide Armor Products,
Inc. and Lanxide Armor Company,
Inc.
(2.1) Sale of Interest Agreement,
dated June 28, 1996,
between DuPont and the
Company
(2.2) Sale of Interest Agreement, dated
June 28, 1996, among DuPont, Lanxide
Technology Company, L.P. and DuPont
Lanxide Composites, Inc.
(10.59) Letter Agreement, dated June 28,
1996, between the Company and DuPont
relating to the Guaranty Agreement,
dated February 11, 1993.
(99) Press Release, dated July
1, 1996, of the Company
The Restructuring was consummated pursuant to three Sale
of Interest Agreements, each dated June 28, 1996, between
DuPont and each of the Company's subsidiaries which held
or continue to hold ownership interests in the joint
ventures with DuPont.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
LANXIDE CORPORATION
Date: July 17, 1996 By: /s/ Robert J. Ferris
Robert J. Ferris
Secretary, Treasurer and
Vice President-Administration
EXHIBIT INDEX
(2.0) Sale of Interest Agreement, dated June
28, 1996, among DuPont, Lanxide Armor
Products, Inc. and Lanxide Armor
Company, Inc.
(2.1) Sale of Interest Agreement, dated
June 28, 1996, between DuPont and
the Company
(2.2) Sale of Interest Agreement, dated June 28,
1996, among DuPont, Lanxide Technology
Company, L.P. and DuPont Lanxide
Composites, Inc.
(10.59) Letter Agreement, dated June 28, 1996,
between the Company and DuPont relating to
the Guaranty Agreement, dated February 11, 1993.
(99) Press Release, dated July 1, 1996,
of the Company
SALE OF INTEREST AGREEMENT
This Sale of Interest Agreement, effective June
28, 1996, is by and between E. I. du Pont de Nemours and
Company, a Delaware corporation ("DuPont"); Lanxide Armor
Products, Inc., a Delaware corporation ("LAP"); and
Lanxide Armor Company, Inc., a Delaware corporation
("LACI").
WHEREAS, DuPont, Lanxide Corporation and LAP
entered into an Amended and Restated Principal Agreement
effective September 28, 1990 ("ARPA") establishing
Lanxide Armor Company, L.P. ("LAC") with DuPont as a
Limited Partner and LAP as a General Partner;
WHEREAS, the ARPA was amended by a Second
Amended and Restated Principal Agreement effective August
8, 1995 ("SARPA") to add Lanxide Armor Company, Inc.
("LACI") as a General Partner assuming all obligations of
LAP and LAP became a Limited Partner;
WHEREAS, LAP is interested in acquiring
DuPont's Interest in LAC and stockholding in LACI and
DuPont is willing to sell its Interest in LAC and
stockholding in LACI to LAP;
NOW, THEREFORE, in consideration of the
premises and covenants herein contained, DuPont and LAP
each intending to be legally bound hereby agree as
follows:
1. DEFINITIONS
For purposes of this Agreement, the following
terms shall have the following meaning:
"Closing Date" shall mean June 28, 1996.
Other capitalized terms appearing herein shall have the
meaning assigned to them by the SARPA or by the section
of this Agreement in which the term is first used.
2. SALE OF INTEREST
2.1 On the Closing Date, for the consideration
described in Section 2.2 of this Agreement, DuPont sells,
assigns, and transfers a seventy two and forty eighths
percent (72.48%) Interest in LAC to LAP. The sale shall
include all rights as a Partner, including participation
in profits and losses, to the extent of the Interest
transferred. LAP agrees to assume the obligations and
liabilities of DuPont as a Limited Partner in connection
with the Interest in LAC sold, assigned and transferred
to LAP.
2.2 The purchase price LAP shall pay to DuPont for
the Interest transferred described in Section 2.1 is Five
Million Eight Hundred Ninety Nine Thousand Dollars
($5,899,000) payable on the Closing Date by wire transfer
or other mutually agreeable means to the account
specified by DuPont.
2.3 On the Closing Date, for the consideration
described in Section 2.4 of this Agreement, DuPont sells,
assigns, and transfers sixty three thousand (63,000)
shares of the Common Stock of LACI to LAP which
represents seventy percent (70%) of the outstanding
Common Stock of LACI. The sale shall include all rights
as a Stockholder, including participation in profits and
losses, to the extent of the Common Stock transferred.
2.4 The purchase price LAP shall pay to DuPont for
the Common Stock transferred described in Section 2.3 is
One Thousand Dollars ($1,000) payable on the Closing Date
by wire transfer or other mutually agreeable means to the
account specified by DuPont.
2.5 DuPont, LAP and LACI agree and acknowledge that
the sale by DuPont of its Interest effects a withdrawal
of DuPont as a Limited Partner of LAC.
2.6 LAP agrees promptly after the Closing Date but
no later than ten (10) days after the Closing Date to
consummate the merger of LAC and LACI into LAP and to
terminate the SARPA and the other agreements included as
Appendices to such agreement.
3. GOVERNING LAW
This Agreement and the agreements referenced
herein shall be construed in accordance with the laws of
the State of Delaware.
4. MODIFICATION
Except as otherwise specifically stated, no
modification hereto nor to any agreement executed
pursuant hereto shall be of any force or effect unless
(a) reduced to writing and signed by all parties hereto,
and (b) expressly referred to as being a modification of
this Agreement or any agreement executed pursuant hereto,
as the case may be.
5. SEVERABILITY
In the event that any provision of this
Agreement or any agreement referenced herein shall be
found to be void or unenforceable, such findings shall
not be construed to render any other provision of this
Agreement either void or unenforceable, and all other
provisions shall remain in full force and effect unless
the provisions which are invalid or unenforceable shall
substantially affect the rights or obligations granted to
or undertaken by DuPont, LAP or LACI.
IN WITNESS WHEREOF, the parties have hereunto
set their hands this 28th day of June, 1996.
E.I. DUPONT DE NEMOURS AND COMPANY
By: /s/ J. Michael Bowman
Name: J. Michael Bowman
Title: VP/GM Advanced Material Systems
LANXIDE ARMOR PRODUCTS, INC.
By: /s/ Robert J. Ferris
Name: Robert J. Ferris
Title: Secretary/Treasurer
LANXIDE ARMOR COMPANY, INC.
By: /s/ J. Michael Bowman
Name: J. Michael Bowman
Title: Chairman
SALE OF INTEREST AGREEMENT
This Sale of Interest Agreement, effective June 28,
1996, is by and between E.I. du Pont de Nemours and Company, a
Delaware corporation ("DuPont"); and Lanxide Corporation, a
Delaware corporation ("Lanxide").
WHEREAS, DuPont, Lanxide, Lanxide Technology Company,
L.P., and DLE(1990), Inc. ("DLE") by agreements effective April
1, 1994, established a joint venture, Lanxide Electronic
Components, L.P., a Delaware limited partnership ("LEC"), for the
purpose of evaluating technology useful in the manufacture of
advanced materials, components, subsystems, and systems suitable
for Electronics applications, and commercializing products made
using such technology; and
WHEREAS, DLE and LEC were merged into Lanxide
Electronic Components, Inc. ("LECI") by an Agreement of Merger
dated July 25, 1995 and a Certificate of Merger filed and
effective July 26, 1995, and the joint venture was continued by a
Second Restated and Amended Joint Venture Agreement effective as
of July 25, 1995 ("SRAJVA"); and
WHEREAS, Lanxide is interested in owning all common
stock in LECI and DuPont is willing to sell its common stock in
LECI to Lanxide;
NOW, THEREFORE, in consideration of the premises and
covenants herein contained DuPont and Lanxide each intending to
be legally bound hereby agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms
shall have the following meaning:
"Closing Date" shall mean June 28, 1996.
Other capitalized terms appearing herein shall have the meaning
assigned to them by the SRAJVA or by the section of this
Agreement in which the term is first used.
2. SALE OF INTEREST
2.1 On the Closing Date, for the consideration described in
Section 2.2 of this Agreement, DuPont sells, assigns, and
transfers eighteen thousand shares (18,000) of the Common Stock
of LECI to Lanxide which represents twenty percent (20%) of the
outstanding Common Stock of LECI.
2.2 The purchase price Lanxide shall pay DuPont for the
stockholding described in Section 2.1 is One Million Two Hundred
Thousand Dollars ($1,200,000) payable on the Closing Date by wire
transfer or other mutually agreeable means to the account
specified by DuPont.
2.4 Subsequent to the Closing Date, the stockholdings in
LECI shall be as follows: Lanxide shall own one hundred percent
(100%) of the outstanding Common Stock of LECI and DuPont shall
own one hundred percent (100%) of the Preferred Stock - Series A
of LECI.
2.5 Effective on the Closing Date, the SRAJVA and the
Shareholders' Agreement dated July 25, 1995 shall be terminated.
3. GOVERNING LAW
This Agreement and the agreements referenced herein
shall be construed in accordance with the laws of the State of
Delaware.
4. MODIFICATION
Except as otherwise specifically stated, no
modification hereto nor to any agreement executed pursuant hereto
shall be of any force or effect unless (a) reduced to writing and
signed by all parties hereto, and (b) expressly referred to as
being a modification of this Agreement or any agreement executed
pursuant hereto, as the case may be.
5. SEVERABILITY
In the event that any provision of this Agreement or
any agreement referenced herein shall be found to be void or
unenforceable, such findings shall not be construed to render any
other provision of this Agreement either void or unenforceable,
and all other provisions shall remain in full force and effect
unless the provisions which are invalid or unenforceable shall
substantially affect the rights or obligations granted to or
undertaken by Lanxide or DuPont.
IN WITNESS WHEREOF, the parties have hereunto set their
hands this 28th day of June, 1996.
E.I. DU PONT DE NEMOURS AND COMPANY
By: /s/ J. MICHAEL BROWN
Name: J. Michael Brown
Title: Vice President/General Manager
Advanced Material Systems
LANXIDE CORPORATION
By: /s/ MICHAEL J. HOLLINS
Name: Michael J. Hollins
Title: Vice President Corporate Development
SALE OF INTEREST AGREEMENT
This Sale of Interest Agreement, effective June
28, 1996, is by and among E. I. du Pont de Nemours and
Company, a Delaware corporation ("DuPont"); Lanxide
Technology Company, L.P., a Delaware limited partnership
("LTC"); and Du Pont Lanxide Composites Inc., a Delaware
corporation ("DLC").
WHEREAS, DuPont and LTC entered into a Turbine
Engine Partnership Agreement ("TEPA") dated July 31,
1987, forming the Turbine Engine Partnership; and
WHEREAS, by Partnership Merger and Contribution
Agreement effective January 1, 1993, the TEPA was amended
as the Consolidated Turbine Engine Partnership Agreement
("CTEPA") to, among other transactions, change the Tur-
bine Engine Partnership to a limited partnership, Du Pont
Lanxide Composites, L.P. ("PART"), and to admit Du Pont
Lanxide Composites, Inc. ("DLC") as another Partner in
the limited partnership; and
WHEREAS, DuPont is interested in increasing its
Interest in PART and its stockholdings in DLC, and LTC
and is willing to sell a portion of its Interest in PART
and its stockholdings in DLC to DuPont;
NOW, THEREFORE, in consideration of the premis-
es and covenants herein contained, DuPont and LTC each
intending to be legally bound hereby agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following
terms shall have the following meaning:
"Closing Date" shall mean June 28, 1996.
Other capitalized terms appearing herein shall have the
meaning assigned to them by the CTEPA or by the section
of this Agreement in which the term is first used.
2. SALE OF INTEREST
2.1 On the Closing Date, for the consideration
described in Section 2.2 of this Agreement, LTC sells,
assigns, and transfers a nineteen and eight tenths per-
cent (19.8%) Interest in PART to DuPont. The sale shall
include all rights as a Partner, including participation
in profits and losses, to the extent of the Interest
transferred.
2.2 The purchase price DuPont shall pay to LTC for
the Interest transferred described in Section 2.1 is
Seven Million Ninety Thousand Dollars ($7,090,000) pay-
able on the Closing Date by wire transfer or other mutu-
ally agreeable means to the account specified by LTC.
2.3 On the Closing Date, for the consideration
described in Section 2.4 of this Agreement, LTC sells,
assigns, and transfers ten thousand (10,000) shares of
the Common Stock of DLC to DuPont which represents twenty
percent (20%) of the outstanding Common Stock of DLC.
The sale shall include all rights as a Stockholder,
including participation in profits and losses, to the
extent of the Common Stock transferred.
2.4 The purchase price DuPont shall pay to LTC for
the common stock transferred described in Section 2.3 is
Ten Thousand Dollars ($10,000) payable on the Closing
Date by wire transfer or other mutually agreeable means
to the account specified by LTC.
2.5 DuPont agrees to assume the obligations and
liabilities of LTC as a Limited Partner in connection
with the Interest in PART sold, assigned, and transferred
to DuPont. DLC consents to the transfer of Interest to
DuPont and the assumption by DuPont of the obligations
and liabilities of LTC as a Limited Partner.
2.6 Subsequent to the Closing Date, the Partnership
Interests in PART shall be as follows: DuPont shall be a
Limited Partner with a eighty-nine and one-tenth percent
(89.1%) Interest, LTC shall be a Limited Partner with a
nine and nine-tenths percent (9.9%) Interest and DLC
shall be the sole General Partner with a one percent (1%)
Interest. Subsequent to the Closing Date, DuPont shall
own forty five thousand (45,000) shares of common stock
of DLC and LTC shall own five thousand (5,000) shares of
common stock of DLC.
2.7 Effective on the Closing Date, the parties
shall amend the CTEPA to: (i) modify Sections 5.1 and
5.2 of Article 5 to change the right to participate in
profits by DuPont from seventy percent (70%) to ninety
percent (90%) and LTC from thirty percent (30%) to ten
percent (10%); (ii) delete Sections 10.1.3 and 10.1.4 of
Article 10 to eliminate LTC's right of first refusal; and
(iii) modify Section 10.3.1 of Article 10 to change the
Interest enabling the buyout described therein from
eighty-five percent (85%) to ninety-five percent (95%).
2.8 Effective on the Closing Date, the parties
shall amend the Shareholders' Agreement to (i) modify
Section 6.2 of Article 6 to eliminate LTC's right of
first refusal and substitute therefor LTC's right to
purchase the assets of the Corporation in the event of
discontinuation of the Business; and (ii) to modify
Section 6.4 of Article 6 to change the stockholding
enabling the buyout described therein from eighty-five
percent (85%) to ninety-five percent (95%).
2.9 Effective on the Closing Date, the provisions
of the CTEPA and other agreements included as Appendices
to such agreement are amended to accomplish the provi-
sions of this Agreement.
3. GOVERNING LAW
This Agreement and the agreements referenced
herein shall be construed in accordance with the laws of
the State of Delaware.
4. MODIFICATION
Except as otherwise specifically stated, no
modification hereto nor to any agreement executed pursu-
ant hereto shall be of any force of effect unless (a)
reduced to writing and signed by all parties hereto, and
(b) expressly referred to as being a modification of this
Agreement or any agreement executed pursuant hereto, as
the case may be.
5. SEVERABILITY
In the event that any provision of this Agree-
ment or any agreement referenced herein shall be found to
be void or unenforceable, such findings shall not be
construed to render any other provision of this Agreement
either void or unenforceable, and all other provisions
shall remain in full force and effect unless the provi-
sions which are invalid or unenforceable shall substan-
tially affect the rights or obligations granted to or
undertaken by DuPont, LTC or DLC.
IN WITNESS WHEREOF, the parties have hereunto
set their hands this 28th day of June, 1996.
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ J. Michael Bowman
Name: J. Michael Bowman
Title: VP/GM Advanced Material Systems
LANXIDE TECHNOLOGY COMPANY, L.P.
BY LANXIDE CORPORATION, GENERAL PARTNER
By: /s/ Michael J. Hollins
Name: Michael J. Hollins
Title: V.P. Corp. Dev.
DU PONT LANXIDE COMPOSITES, INC.
By: /s/ Robert A. Blickenstaff
Name: Robert A. Blickenstaff
Title: President
June 28, 1996
Mr. Marc S. Newkirk
President and Chief Executive Officer
Lanxide Corporation
1300 Marrows Road
P.O. Box 6077
Newark, DE 19714-6077
Dear Marc:
This letter will serve to further amend the terms of the Loan
Guarantee Letter Agreement dated December 15, 1992, ("Agreement") between
E. I. du Pont de Nemours and Company ("DuPont") and Lanxide Corporation
("Lanxide") covering 1) the collateral offered by Lanxide to secure the
Guarantee issued by DuPont as described in the Agreement, 2) the term of
the Guarantee, 3) the repayment of the Line of Credit, and 4) Lanxide's
commitment to preserve the collateral to secure the Guarantee. This
letter supersedes in its entirety the Amendment to the Agreement dated
June 30, 1995.
The parties agree to amend the Agreement as follows:
Item (1) is modified to state:
"(1) DuPont is prepared to issue its guarantee ("Guarantee") to a
bank ("Bank") of Lanxide's choice to the extent of the principal and
interest due with respect to a line of credit ("Line of Credit") to be
extended by the Bank to Lanxide for up to the principal and interest
amount of six million United States dollars ($6,000,000). The Line of
Credit may be opened on or after April 1, 1993, and its terms must
provide that all principal and interest be paid in full not later than
March 31, 2000. The Line of Credit will also provide that any portion of
the principal and/or interest outstanding from time to time may be
prepaid at any time. Lanxide agrees to reduce the outstanding principal
and interest of the Line of Credit in accordance with the schedule set
forth in Exhibit A, and make arrangements with the Bank to reduce the
amount of DuPont's Guarantee commensurately."
Item (2) is modified to state:
"(2) Should Lanxide not reduce the Line of Credit in accordance with
the schedule set forth in Exhibit A, or should DuPont be called upon by
the Bank to meet all or any of its obligations under the Guarantee, or
should DuPont make a payment to the Bank as a result of receiving notice
from Lanxide that Lanxide does not intend to meet its obligations under
the Line of Credit then, in any case, Lanxide shall
(a) transfer all shares of stock of Lanxide Armor Products,
Inc. ("LAP") and all shares of stock of Lanxide Electronic Components,
Inc. ("LECI") to DuPont, or, alternatively at DuPont's option,
(b) transfer all shares of stock of LAP and cause its affiliate
Lanxide Technology Company, L. P. to transfer 9.9% Interest in Du Pont
Lanxide Composites, L. P. and 10% of the outstanding shares of common
stock of Du Pont Lanxide Composites Inc. to DuPont, in which case Lanxide
shall be deemed to have satisfied its obligations with respect to repayment
of the Line of Credit up to the amount paid by DuPont under the Guarantee.
The Interests and stockholdings to be so transferred are hereafter referred
to as the "Collateral".
Until complete termination of the Guarantee and full and complete
release of DuPont therefrom:
(a) Lanxide will not sell assets in LAP or LECI except in the
ordinary course of business, except that fixed assets may be transferred
to other Lanxide controlled enterprises, with the proviso that DuPont is
notified of such transfer and that any assets so transferred remain as
secured assets for the Guarantee;
(b) Lanxide will not sell, transfer or assign the licenses to
Base Technology of LAP or LECI without the prior written approval of DuPont;
(c) Lanxide will not sell, transfer or assign sub-licenses from
LAP or LECI to other Lanxide controlled enterprises without the prior
written approval of DuPont;
(d) Lanxide will reduce the principal of the Line of Credit by
an amount equal to all after tax proceeds arising from the sale, trans-
fer, or assignment of any LAP or LECI sub-license to an entity which is
not a Lanxide controlled enterprise;
(e) Lanxide will reduce the principal of the Line of Credit by
an amount equal to all after tax proceeds arising from the sale, trans-
fer, pledge, hypothecation, or assignment of any of its stockholdings in
LAP or LECI, with the understanding that Lanxide will in no way allow its
ownership in either LAP or LECI to fall below fifty-one percent (51%);
(f) Lanxide will not sell, transfer, pledge, hypothecate or
assign any of its Interest in Du Pont Lanxide Composites, L. P. or its
stockholding in Du Pont Lanxide Composites Inc. without the prior written
approval of DuPont; and
(g) On a semi-annual basis beginning January 1, 1997, Lanxide
will supply DuPont a representation letter certifying that there has been
no action taken and none is contemplated to dispose of or otherwise
impair the assets securing the Guarantee.
The terms "Interest" and "Base Technology" shall have the same
meanings assigned to them in the original agreements establishing the
Armor and Electronics Joint Ventures between DuPont and Lanxide."
The rest of the Agreement remains unchanged.
If the foregoing is acceptable to you, please sign all copies of
this Amendment to the Agreement.
Very truly yours,
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ J. Michael Bowman
Name: J. Michael Bowman
Title VP/GM Advanced Material Systems
ACCEPTED:
LANXIDE CORPORATION
By: /s/ Robert J. Ferris
Name: Robert J. Ferris
Title: V.P. Administration
Date: 6-28-96
EXHIBIT A
TO AMENDMENT DATED JUNE 28, 1996
TO LOAN GUARANTEE AGREEMENT
DATED DECEMBER 15, 1992
Date Outstanding Principal and Interest Balance
March 31, 1997 $ 5,950,000
June 30, 1997 $ 5,900,000
September 30, 1997 $ 5,700,000
March 31, 1998 $ 4,000,000
September 30, 1998 $ 3,700,000
March 31, 1999 $ 2,000,000
September 30, 1999 $ 1,600,000
March 31, 2000 Zero
LANXIDE AND DUPONT RESTRUCTURE JOINT INTERESTS
NEWARK, DELAWARE -- July 1, 1996 -- Marc S. Newkirk, Presi-
dent and CEO of Lanxide Corporation (Nasdaq Bulletin
Board:LNXI), today announced that the Company has acquired
the balance of the ownership interests in Lanxide Electronic
Components ("LEC") and Lanxide Armor Products ("LAP"), and
that it has sold a portion of its interest in Du Pont Lanxide
Composites ("DLC"). The three businesses have been joint
ventures with E. I. du Pont de Nemours & Co. ("DuPont") since
their inception. The expected result of the transactions
will be the elimination of the minority interest in LEC and
the consolidation of LAP.
Lanxide has acquired the minority interest of DuPont in LEC,
and now owns 100% of this rapidly growing manufacturing
business. The move is aligned with the Company's decision a
year ago to make the electronics market one of its areas of
strategic focus. LEC produces high thermal conductivity
substrates, heat sinks and packaging components for high
density electronic circuitry and power devices using
Lanxide's PRIMEXTM ceramic-reinforced aluminum technology.
LEC's products are currently used in the telecommunications,
avionics and automotive industries.
Lanxide has simultaneously acquired all of DuPont's interest
in LAP and now owns 100% of that enterprise. LAP is a manu-
facturer of ballistic armor utilizing Lanxide's DIMOXTM
ceramic-reinforced ceramic and PRIMEXTM ceramic-reinforced
aluminum technologies. Marc Newkirk commented, "A principal
reason for the Company's purchase of LAP is the acquisition
of key manufacturing assets to support the Company's rapidly
growing materials subsidiary, Lanxide Performance Materials
Inc." ("LPM" -- LPM supplies PRIMEX CASTTM ceramic-reinforced
aluminum, CERASETTM ceramers and coated components to the
Company's affiliates, licensees and other customers.) Mr.
Newkirk continued, "Over the past year, we have sought to
revise our strategy from one of broad-scale joint venture
commercialization of our technology to one of focused devel-
opment of our business in a few strategic areas, and licens-
ing of others in the balance of applications. The purchase
of the balance of LEC and LAP are consistent with that new
direction."
Concurrently with the above transactions, DuPont has acquired
from Lanxide two-thirds of the Company's minority interest in
DLC. The Company's interest in DLC was reduced from 30% to
10%, generating $7.1 million in cash used to accomplish the
acquisition from DuPont of its interests in LEC and LAP. DLC
is a manufacturer of ceramic-reinforced ceramic components
for high temperature turbine engine, rocket engine, and other
aerospace applications.
Lanxide was founded in 1983 to develop and commercialize
products based upon a novel approach to the fabrication of
ceramic-reinforced products. The Company's patented technol-
ogy has enabled it to engineer a new class of high-perfor-
mance materials, LANXIDETM composites, which offer superior
combinations of properties tailored to meet specific customer
needs. LANXIDETM composites combine many of the features of
ceramics and metals, providing a new class of structural
materials which exhibit combinations of strength, damage
tolerance, shape versatility, hardness, stiffness, chemical
stability and temperature tolerance previously unavailable in
a single class of materials. The Company has developed
proprietary processes enabling the creation of LANXIDETM
composites in a wide range of sizes and complex shapes and
possessing a broad spectrum of performance characteristics.
The Company's technology has been commercialized through a
combination of the Company's own manufacturing and marketing
activities together with joint ventures and licensing.
Current fields of product introduction include electronic
components, optical components, automotive engine and brake
components, refractories, armor, industrial pump and cyclone
components, components for gas turbine engines, rocket en-
gines and certain other aerospace applications, and sporting
goods.
For further details, please contact R. Michael Rice at
Lanxide Corporation, 1300 Marrows Road, P.O. Box 6077, Newark,
DE 19714-6077, Tel. (302) 456-6219, Fax (302) 454-1712.
