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
October 2, 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 5.
On October 2, 1996, Lanxide Corporation, a
Delaware corporation (the "Company"), and Commodore
Environmental Services, a Delaware corporation
("Commodore"), jointly announced that the two companies
have revised the structure of their previously announced
proposed transaction. As currently proposed, the Company
would become a wholly owned subsidiary of Commodore and
each outstanding share of the Company's common stock
would be converted into common stock of Commodore at an
exchange ratio to be negotiated. The proposed
transaction would be subject to a number of conditions,
including the consummation of a public offering of at
least $100 million of common stock of Commodore.
Commodore has entered into a retention letter with a
nationally recognized investment banking firm, providing
for such firm to act as the lead managing underwriter of
the proposed offering. In connection with the
negotiations, Commodore has agreed to fund the liquidity
needs of the Company through June 30, 1997, up to certain
agreed upon amounts.
Bentley J. Blum, Chairman of the Board and
beneficial owner of 52.6% of Commodore, is also a
director and 47% stockholder of the Company.
The Boards of Directors of each of the Company
and Commodore have appointed special committees to
independently review the proposed transaction and report
their recommendations to each respective Board. No
assurances can be given that this transaction will be
consummated as proposed or at all.
The information set forth above is qualified in
its entirety by reference to the Press Release issued by
the Company on October 2, 1996, a copy of which is filed
as Exhibit (99) hereto, and is incorporated by reference.
ITEM 7. EXHIBITS
(99) Press Release, dated
October 2, 1996, of the
Company
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: October 11, 1996 By: /s/ Robert J. Ferris
_____________________________
Robert J. Ferris
Secretary, Treasurer and
Vice President-Administration
EXHIBIT INDEX
(99) Press Release, dated October 2,
1996, of the Company
LANXIDE CORPORATION AND COMMODORE ENVIRONMENTAL SERVICES, INC.
REVISE STRUCTURE OF PROPOSED TRANSACTION
NEWARK, DELAWARE. . . October 2, 1996 -- FOR IMMEDIATE RELEASE -
- Lanxide Corporation (OTC Bulletin Board: LNXI) and Commodore
Environmental Services, Inc. (OTC Bulletin Board: COES) today
jointly announced that the two companies have revised the
structure of their previously announced proposed transaction. As
currently proposed, Lanxide would become a wholly-owned
subsidiary of Commodore and each outstanding share of Lanxide
capital stock would be converted into Commodore stock at an
exchange ratio to be negotiated. The proposed transaction would
be subject to a number of conditions, including the consummation
of a public offering of at least $100 million of common stock of
Commodore. In this regard, Commodore has entered into a
retention letter with a nationally recognized investment banking
firm, providing for such firm to act as the lead managing
underwriter of the proposed offering. In connection with the
negotiations, Commodore has agreed to fund the liquidity needs of
Lanxide through June 30, 1997, up to certain agreed upon amounts.
Bentley J. Blum, Chairman of the Board and beneficial owner of
52.6% of Commodore, is also a director and 47.0% stockholder of
Lanxide.
The Boards of Directors of both Lanxide and Commodore have
appointed special committees to independently review the proposed
transaction and report their recommendations to each respective
Board. No assurances can be given that this transaction will be
consummated as proposed or at all.
Lanxide was founded in 1983 to develop and commercialize novel
materials processing technology. The Company's initial focus
centered on unique approaches to the fabrication of ceramic-
reinforced ceramics and metals, and has more recently expanded to
include processing of polymeric materials. The Company's
patented technology has enabled it to engineer a new class of
high-performance materials, LANXIDE(TM) composites, which combine
many of the features of ceramics and metals, providing a new
class of structural materials. They exhibit combinations of
strength, damage tolerance, shape versatility, hardness,
stiffness, chemical stability and temperature tolerance
previously unavailable in a single class of materials. Products
introduced to date include electronic components, optical
components, automotive engine and brake components, refractories,
armor, industrial pump and cyclone components, components for gas
turbine engines, rocket engines and certain other aerospace
applications, and sporting goods.
Commodore Environmental Services, Inc. has been involved in
environmental material process technology since 1986. On June
28, 1996, Commodore Environmental Services' formerly wholly-owned
subsidiary, Commodore Applied Technologies, Inc. (AMEX: CXI),
successfully completed its initial public offering of common
stock and redeemable warrants, raising gross proceeds of
$35,075,000.
Commodore Applied Technologies is commercializing its patented
solvated electron process, which has been awarded the U.S. EPA's
first ever portable, non-thermal, nationwide permit for PCB
destruction. This process also destroys chemical warfare agents
and concentrates certain radioactive wastes for more effective
disposal. Commodore Environmental Services has retained 72%
ownership of Commodore Applied Technologies, Inc.
For more 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, and Melissa C.
Berkowitz at Commodore Environmental Services, Inc., 150 East
58th Street, Suite 3400, New York, NY 10155, Tel. (212) 308-5800,
Fax (212) 753-0731.
