SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-KSB/A-2
[ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the Transition Period From _______ to _______
Commission File No. 0-16293
LANXIDE CORPORATION
(Exact name of Small Business Issuer in its charter)
Delaware 51-0270253
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1300 Marrows Road, Newark, DE 19714
(Address of principal executive offices) (Zip Code)
(302) 456-6200
Issuer's telephone number, including area code
___________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
___________________
Common Stock, par value $.01 per share
Series A Preferred Stock, par value $.01 per share
Unit Warrants
Units
Securities registered pursuant to Section 12(g) of the Act:
NONE
Check whether the Issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
[ X ] Yes [ ] No
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
Issuer's revenues for its most recent fiscal year were $18,609,000.
The aggregate market value of the voting stock held by non-affiliates at
December 13, 1996, valued by reference to the bid price of such stock, was
$8,952,435.
Number of shares of Common Stock outstanding as of December 13, 1996: 1,325,595
Transitional Small Business Disclosure Format (check one):
[ ] Yes [ X ] No
ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K
a. 2.3 Recapitalization Plan, dated October 10, 1995. Incorporated by
reference to Exhibit 2.3 of the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 1995.
2.4 Merger Agreement, dated October 10, 1995
3.5 Restated Certificate of Incorporation
3.6 By-laws. Incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-4 (No. 33-94186)
4.8 Specimen Certificate for Common Stock
4.9 Specimen Rights Certificate
4.10 Warrant Agreement, dated as of March 28, 1996, between QRS 12-16,
Inc. and the Company. Incorporated by reference to Exhibit 4.12
of the Company's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 under cover of Form SB-1 (No.
33-94186).
4.11 Form of Warrant Agreement among the Company and the individuals
listed on Schedule A thereto. Incorporated by reference to
Exhibit 4.13 of the Company's Post-Effective Amendment No. 1 to
the Registration Statement on Form S-4 under cover of Form SB-1
(No. 33-94186).
4.12 Warrant Agreement, dated as of December 22, 1995, among the
Company and the officers listed on Schedule A thereto.
Incorporated by reference to Exhibit 4.14 of the Company's Post-
Effective Amendment No. 1 to the Registration Statement on Form
S-4 under cover of Form SB-1 (No. 33-94186).
4.14.1 Amendment to Warrant Agreement, dated June 26, 1996 among the
Company and the Warrantholders. Incorporated by reference to
Exhibit 4.14.1 to the Company's Quarterly Report on Form 10-QSB
for the fiscal quarter ended June 30, 1996.
9.1 Voting Trust Agreement, dated as of May 28, 1992, between
Kanematsu Corporation, the Company and Michael J. Hollins,
incorporated by reference to Exhibit 9.1 of the Company's
Registration Statement on Form S-4 (No. 33-94186)
10.19 Investment Agreement among the Company, Lanxide Precision, Inc.,
Lanxide Technology Company, L.P., Argentum Capital Partners and
Environmental Private Equity Fund II, L.P., dated December 22,
1994. Incorporated by reference to Exhibit 10.19 to the
Company's Registration Statement on Form S-4 (No. 33-94186)
10.20 Loan and Security Agreement among Alanx Products Inc., the
Company and The Delaware Economic Development Authority, dated
January 1, 1995. Incorporated by reference to Exhibit 10.20 to
the Company's Registration Statement on Form S-4 (No. 33-94186)
10.21 Guaranty between the Company and The Delaware Economic
Development Authority, dated January 1, 1995, Incorporated by
reference to Exhibit 10.21 to the Company's Registration
Statement on Form S-4 (No. 33-94186)
10.22 License Agreement between the Company and Waupaca Foundry, Inc.,
dated March 31, 1995. Incorporated by reference to Exhibit 10.22
to the Company's Registration Statement on Form S-4 (No. 33-
94186)
10.23 License Agreement between the Company and Sturm, Ruger and
Company, Inc., dated April 4, 1995. Incorporated by reference to
Exhibit 10.23 to the Company's Registration Statement on Form S-4
(No. 33-94186)
10.23.1 License Agreement between the Company, Lanxide Technology Company
L.P. and Sturm, Ruger and Company, Inc., dated January 5, 1996.
Incorporated by reference to Exhibit 10.23.1 of the Company's
Post-Effective Amendment No. 1 to the Registration Statement on
Form S-4 under cover of Form SB-1 (No. 33-94186)
10.24 Stock Purchase Agreement among LNX Acquisition Company, the
Company and Lanxide Technology Company, dated May 25, 1995.
Incorporated by reference to Exhibit 10.24 to the Company's
Registration Statement on Form S-4 (No. 33-94186)
10.25 Asset Purchase Agreement between Alanx Products Inc. and Alanx
Wear Solutions, Inc., dated June 26, 1995. Incorporated by
reference to Exhibit 10.25 to the Company's Registration
Statement on Form S-4 (No. 33-94186)
10.26 Guarantee (Asset Purchase Agreement) between the Company and
Alanx Wear Solutions, Inc., dated June 26, 1995. Incorporated by
reference to Exhibit 10.26 to the Company's Registration
Statement on Form S-4 (No. 33-94186)
10.28 Amendment to Note, dated August 15, 1995, between PNC Bank,
Delaware and the Company. Incorporated by reference to Exhibit
10.28 to the Company's Registration Statement on Form S-4 (No.
33-94186)
10.29 Warrant Agreement between the Company and Bentley Blum, dated
July 5, 1995 (included as Exhibit C to Exhibit 10.30).
Incorporated by reference to Exhibit 10.29 to the Company's
Registration Statement on Form S-4 (No. 33-94186)
10.30 Securities Purchase Agreement between the Company and Bentley
Blum, dated July 5, 1995. Incorporated by reference to Exhibit
10.30 to the Company's Registration Statement on Form S-4 (No.
33-94186)
10.31 Letter Agreement between Alcan and the Company, dated July 14,
1995. Incorporated by reference to Exhibit 10.31 to the
Company's Registration Statement on Form S-4 (No. 33-94186)
10.32 Lease, between the Company and Terrace Realty, Inc. relating to
the Company's Forge Drive Facility, dated June 1, 1995.
Incorporated by reference to Exhibit 10.32 to the Company's
Registration Statement on Form S-4 (No. 33-94186)
10.33 Sale of Interest Agreement among DuPont, the Company, and Lanxide
Armor Products, Inc., dated June 30, 1995. Incorporated by
reference to Exhibit 10.33 to the Company's Registration
Statement on Form S-4 (No. 33-94186)
10.34 Sale of Interest Agreement among DuPont, the Company, Lanxide
Technology Company, L.P., and DLE (1990), Inc., dated June 30,
1995. Incorporated by reference to Exhibit 10.34 to the
Company's Registration Statement on Form S-4 (No. 33-94186)
10.35 Consent between Kanematsu Corporation and the Company, dated
September 18, 1995. Incorporated by reference to Exhibit 10.35
to the Company's Registration Statement on Form S-4 (No. 33-
94186)
10.36 Amendment to Loan Agreement between the Company and PNC Bank,
Delaware, dated September 29, 1995. Incorporated by reference to
Exhibit 10.36 to the Company's Registration Statement on Form S-4
(No. 33-94186)
10.37 Consent and Waiver between the Company and PNC Bank, Delaware,
dated September 29, 1995. Incorporated by reference to Exhibit
10.37 to the Company's Registration Statement on Form S-4 (No.
33-94186)
10.40 Contract, dated December 8, 1993, between the Company and the
Office of Naval Research and modifications thereto dated March
20, 1995 and June 8, 1995. Incorporated by reference to Exhibit
10.40 to the Company's Registration Statement on Form S-4 (No.
33-94186)
10.41 Amendment to Loan Agreement between the Company and PNC Bank,
Delaware, dated September 30, 1995. Incorporated by reference to
Exhibit 10.41 to the Company's Registration Statement on Form S-4
(No. 33-94186)
10.43 1995 Employee Stock Option Plan. Incorporated by reference to
Exhibit 10.43 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 1995.
10.44 Deposit Agreement, dated November 1, 1995, between the Company
and StockTrans, Inc. Incorporated by reference to Exhibit 10.44
to the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1995.
10.45 Exchange Agent Agreement, dated November 8, 1995, between the
Company and StockTrans, Inc. Incorporated by reference to
Exhibit 10.45 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 1995.
10.46 Escrow Agreement, dated October 13, 1995, between the Company and
StockTrans, Inc. Incorporated by reference to Exhibit 10.46 to
the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1995.
10.47 Amendment to Loan Agreement, dated December 7, 1995, between PNC
Bank, Delaware and the Company. Incorporated by reference to
Exhibit 10.47 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 1995.
10.48 Registration Rights Agreement, dated November 7, 1995, among the
Company, Alcan and Marc S. Newkirk. Incorporated by reference to
Exhibit 10.48 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 1995.
10.49 Special Warranty Deed, dated as of March 28, 1996, from the
Company to QRS 12-16, Inc. with respect to the Marrows Road
Facility. Incorporated by reference to Exhibit 10.49 of the
Company's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 under cover of Form SB-1 (No. 33-94186)
10.50 Lease Agreement, dated as of March 28, 1996, between QRS 12-16,
Inc., as landlord, and the Company, as tenant. Incorporated by
reference to Exhibit 10.50 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 under
cover of Form SB-1 (No. 33-94186)
10.51 Sublease Agreement, dated as of March 28, 1996, between the
Company, as landlord, and Lanxide Armor Company, L.P., a Delaware
limited partnership (LAC), as subtenant. Incorporated by
reference to Exhibit 10.51 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 under
cover of Form SB-1 (No. 33-94186)
10.52 Sublease Agreement, dated as of March 28, 1996, between the
Company, as landlord, and DuPont Lanxide Composites, L.P., a
Delaware limited partnership (DLC), as subtenant. Incorporated
by reference to Exhibit 10.52 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 under
cover of Form SB-1 (No. 33-94186)
10.53 Sublease Agreement, dated as of March 28, 1996, between the
Company, as landlord, and Lanxide Electronic Components, Inc., a
Delaware corporation (LEC), as subtenant. Incorporated by
reference to Exhibit 10.53 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 under
cover of Form SB-1 (No. 33-94186)
10.54 Assignment of Subleases and Rents, dated as of March 28, 1996,
between Lanxide and QRS 12-16, Inc. Incorporated by reference to
Exhibit 10.54 of the Company's Post-Effective Amendment No. 1 to
the Registration Statement on Form S-4 under cover of Form SB-1
(No. 33-94186)
10.55 Promissory Note, dated as of March 28, 1996, from QRS 12-16, Inc.
to the Company. Incorporated by reference to Exhibit 10.55 of
the Company's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 under cover of Form SB-1 (No. 33-94186)
10.56 Purchase and Sale Agreement, dated as of February 29, 1996, among
Nihon Cement Co. Ltd., Lanxide K.K. and Celanx, K.K.
Incorporated by reference to Exhibit 10.56 of the Company's Post-
Effective Amendment No. 1 to the Registration Statement on Form
S-4 under cover of Form SB-1 (No. 33-94186)
10.57 Form of Settlement Agreement among the Company and the
individuals listed on Schedule A thereto. Incorporated by
reference to Exhibit 10.57 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 under
cover of Form SB-1 (No. 33-94186)
10.58 Registration Rights Agreement, dated as of April 11, 1996,
between Mees Pierson, Inc. and the Company. Incorporated by
reference to Exhibit 10.58 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 under
cover of Form SB-1 (No. 33-94186)
10.59.10 Sale of Interest Agreement, dated June 28, 1996, among DuPont,
Lanxide Armor Products, Inc. and Lanxide Armor Company, Inc.
Incorporated by reference to Exhibit 2.0 of the Company's current
report on Form 8-K filed on July 17, 1996.
10.59.20 Sale of Interest Agreement, dated June 28, 1996, between DuPont
and the Company. Incorporated by reference to Exhibit 2.1 of the
Company's current report on Form 8-K filed on July 17, 1996.
10.59.30 Sale of Interest Agreement, dated June 28, 1996, among DuPont,
Lanxide Technology Company, L.P. and DuPont Lanxide Composites,
Inc. Incorporated by reference to Exhibit 2.2 of the Company's
current report on Form 8-K filed on July 17, 1996.
10.59.40 Letter Agreement, dated June 28, 1996, between the Company and
DuPont relating to the Guaranty Agreement, dated February 11,
1993. Incorporated by reference to Exhibit 10.59 of the Company's
current report on Form 8-K filed on July 17, 1996.
10.60 Agreement and Plan of Merger, dated November 13, 1996, by and
among the Company, Commodore and COES Acquisition Corp.
Incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K, dated November 13, 1996.
10.61 Line of Credit Agreement, dated November 13, 1996, by and between
Lanxide Performance Materials, Inc. and Commodore. Incorporated
by reference to Exhibit 3 to the Company's Current Report on Form
8-K, dated November 13, 1996.
10.62 Line of Credit Promissory Note, dated November 13, 1996, by
Lanxide Performance Materials, Inc. in favor of Commodore.
Incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-K, dated November 13, 1996.
10.63 Security Agreement, dated November 13, 1996, by and between
Lanxide Performance Materials, Inc. and Commodore. Incorporated
by reference to Exhibit 5 to the Company's Current Report on Form
8-K, dated November 13, 1996.
10.64 Guaranty, dated November 13, 1996, by the Company in favor of
Commodore. Incorporated by reference to Exhibit 6 to the
Company's Current Report on Form 8-K, dated November 13, 1996.
10.65 Letter Agreement, dated November 13, 1996, by and between Lanxide
Performance Materials, Inc. and Commodore Applied Technologies,
Inc. Incorporated by reference to Exhibit 7 to the Company's
Current Report on Form 8-K, dated November 13, 1996.
10.66 Joint Development Agreement, dated as of October 25, 1996, by and
among Akebono Brake Industry Co., Ltd., Nihon Cement Company Ltd.
and the Company.
10.67 Joint Venture Agreement, dated as of October 25, 1996 by and
among Akebono Brake Industry Co., Ltd., Nihon Cement Company
Ltd., Lanxide K.K., Kanematsu Corporation and the Company.
(Confidential Treatment Requested by Lanxide Corporation)
21.1 Subsidiaries of the Company.
27 Financial Data Schedule
b. Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated November 14,
1995 reporting the consummation of the Recapitalization Plan.
The Company filed a Current Report on Form 8-K dated March 28,
1996 reporting (i) the consummation of the sale and leaseback of
the Company's manufacturing facility in Newark, Delaware on March
28, 1996 and (ii) the conversion of the Celanx K.K. joint venture
agreement into a licensing arrangement as of March 28, 1996.
The Company filed a Current Report on Form 8-K dated June 28,
1996, reporting the restructuring of its commercial ventures with
E. I. Du Pont de Nemours. An Amendment to this Form 8-K was
filed on Form 8-K/A on September 17, 1996.
The Company filed a Current Report on Form 8-K dated September
21, 1996, changing its fiscal year from September 30 to
December 31.
The Company filed a Current Report on Form 8-K dated October 2,
1996, reporting the revised structure of the previously announced
merger transaction with Commodore Environmental Services.
The Company filed a Current Report on Form 8-K dated October 24,
1996, reporting the determination by the Board of Directors not
to change its fiscal year end to December 31.
The Company filed a Current Report on Form 8-K dated November 13,
1996, reporting (i) the execution of the Merger Agreement and
(ii) the execution of loan documents between Commodore and
Lanxide Performance Materials, Inc.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
LANXIDE CORPORATION
Date: March 18, 1997 By: /s/Robert J. Ferris
__________________________________
Robert J. Ferris
Vice President - Administration
Secretary and Treasurer
(Duly Authorized Officer and
Principal Accounting Officer)
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
______ ___________ ______
2.3 Recapitalization Plan, dated October 10, 1995. Incorporated
by reference to Exhibit 2.3 of the Company's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1995.
2.4 Merger Agreement, dated October 10, 1995
3.5 Restated Certificate of Incorporation
3.6 By-laws. Incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-4 (No. 33-94186)
4.8 Specimen Certificate for Common Stock
4.9 Specimen Rights Certificate
4.10 Warrant Agreement, dated as of March 28, 1996, between QRS 12-
16, Inc. and the Company. Incorporated by reference to
Exhibit 4.12 of the Company's Post-Effective Amendment No. 1
to the Registration Statement on Form S-4 under cover of Form
SB-1 (No. 33-94186).
4.11 Form of Warrant Agreement among the Company and the
individuals listed on Schedule A thereto. Incorporated by
reference to Exhibit 4.13 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4
under cover of Form SB-1 (No. 33-94186).
4.12 Warrant Agreement, dated as of December 22, 1995, among the
Company and the officers listed on Schedule A thereto.
Incorporated by reference to Exhibit 4.14 of the Company's
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-4 under cover of Form SB-1 (No. 33-94186).
4.14.1 Amendment to Warrant Agreement, dated June 26, 1996 among the
Company and the Warrantholders. Incorporated by reference to
Exhibit 4.14.1 to the Company's Quarterly Report on Form 10-
QSB for the fiscal quarter ended June 30, 1996.
9.1 Voting Trust Agreement, dated as of May 28, 1992, between
Kanematsu Corporation, the Company and Michael J. Hollins,
incorporated by reference to Exhibit 9.1 of the Company's
Registration Statement on Form S-4 (No. 33-94186)
10.19 Investment Agreement among the Company, Lanxide Precision,
Inc., Lanxide Technology Company, L.P., Argentum Capital
Partners and Environmental Private Equity Fund II, L.P., dated
December 22, 1994. Incorporated by reference to Exhibit 10.19
to the Company's Registration Statement on Form S-4 (No. 33-
94186)
10.20 Loan and Security Agreement among Alanx Products Inc., the
Company and The Delaware Economic Development Authority, dated
January 1, 1995. Incorporated by reference to Exhibit 10.20
to the Company's Registration Statement on Form S-4 (No. 33-
94186)
10.21 Guaranty between the Company and The Delaware Economic
Development Authority, dated January 1, 1995, Incorporated by
reference to Exhibit 10.21 to the Company's Registration
Statement on Form S-4 (No. 33-94186)
10.22 License Agreement between the Company and Waupaca Foundry,
Inc., dated March 31, 1995. Incorporated by reference to
Exhibit 10.22 to the Company's Registration Statement on Form
S-4 (No. 33-94186)
10.23 License Agreement between the Company and Sturm, Ruger and
Company, Inc., dated April 4, 1995. Incorporated by reference
to Exhibit 10.23 to the Company's Registration Statement on
Form S-4 (No. 33-94186)
10.23.1 License Agreement between the Company, Lanxide Technology
Company L.P. and Sturm, Ruger and Company, Inc., dated January
5, 1996. Incorporated by reference to Exhibit 10.23.1 of the
Company's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 under cover of Form SB-1 (No. 33-94186)
10.24 Stock Purchase Agreement among LNX Acquisition Company, the
Company and Lanxide Technology Company, dated May 25, 1995.
Incorporated by reference to Exhibit 10.24 to the Company's
Registration Statement on Form S-4 (No. 33-94186)
10.25 Asset Purchase Agreement between Alanx Products Inc. and Alanx
Wear Solutions, Inc., dated June 26, 1995. Incorporated by
reference to Exhibit 10.25 to the Company's Registration
Statement on Form S-4 (No. 33-94186)
10.26 Guarantee (Asset Purchase Agreement) between the Company and
Alanx Wear Solutions, Inc., dated June 26, 1995. Incorporated
by reference to Exhibit 10.26 to the Company's Registration
Statement on Form S-4 (No. 33-94186)
10.28 Amendment to Note, dated August 15, 1995, between PNC Bank,
Delaware and the Company. Incorporated by reference to
Exhibit 10.28 to the Company's Registration Statement on Form
S-4 (No. 33-94186)
10.29 Warrant Agreement between the Company and Bentley Blum, dated
July 5, 1995 (included as Exhibit C to Exhibit 10.30).
Incorporated by reference to Exhibit 10.29 to the Company's
Registration Statement on Form S-4 (No. 33-94186)
10.30 Securities Purchase Agreement between the Company and Bentley
Blum, dated July 5, 1995. Incorporated by reference to
Exhibit 10.30 to the Company's Registration Statement on Form
S-4 (No. 33-94186)
10.31 Letter Agreement between Alcan and the Company, dated July 14,
1995. Incorporated by reference to Exhibit 10.31 to the
Company's Registration Statement on Form S-4 (No. 33-94186)
10.32 Lease, between the Company and Terrace Realty, Inc. relating
to the Company's Forge Drive Facility, dated June 1, 1995.
Incorporated by reference to Exhibit 10.32 to the Company's
Registration Statement on Form S-4 (No. 33-94186)
10.33 Sale of Interest Agreement among DuPont, the Company, and
Lanxide Armor Products, Inc., dated June 30, 1995.
Incorporated by reference to Exhibit 10.33 to the Company's
Registration Statement on Form S-4 (No. 33-94186)
10.34 Sale of Interest Agreement among DuPont, the Company, Lanxide
Technology Company, L.P., and DLE (1990), Inc., dated June 30,
1995. Incorporated by reference to Exhibit 10.34 to the
Company's Registration Statement on Form S-4 (No. 33-94186)
10.35 Consent between Kanematsu Corporation and the Company, dated
September 18, 1995. Incorporated by reference to Exhibit
10.35 to the Company's Registration Statement on Form S-4 (No.
33-94186)
10.36 Amendment to Loan Agreement between the Company and PNC Bank,
Delaware, dated September 29, 1995. Incorporated by reference
to Exhibit 10.36 to the Company's Registration Statement on
Form S-4 (No. 33-94186)
10.37 Consent and Waiver between the Company and PNC Bank, Delaware,
dated September 29, 1995. Incorporated by reference to
Exhibit 10.37 to the Company's Registration Statement on Form
S-4 (No. 33-94186)
10.40 Contract, dated December 8, 1993, between the Company and the
Office of Naval Research and modifications thereto dated March
20, 1995 and June 8, 1995. Incorporated by reference to
Exhibit 10.40 to the Company's Registration Statement on Form
S-4 (No. 33-94186)
10.41 Amendment to Loan Agreement between the Company and PNC Bank,
Delaware, dated September 30, 1995. Incorporated by reference
to Exhibit 10.41 to the Company's Registration Statement on
Form S-4 (No. 33-94186)
10.43 1995 Employee Stock Option Plan. Incorporated by reference to
Exhibit 10.43 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended September 30, 1995.
10.44 Deposit Agreement, dated November 1, 1995, between the Company
and StockTrans, Inc. Incorporated by reference to Exhibit
10.44 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1995.
10.45 Exchange Agent Agreement, dated November 8, 1995, between the
Company and StockTrans, Inc. Incorporated by reference to
Exhibit 10.45 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended September 30, 1995.
10.46 Escrow Agreement, dated October 13, 1995, between the Company
and StockTrans, Inc. Incorporated by reference to Exhibit
10.46 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1995.
10.47 Amendment to Loan Agreement, dated December 7, 1995, between
PNC Bank, Delaware and the Company. Incorporated by reference
to Exhibit 10.47 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended September 30, 1995.
10.48 Registration Rights Agreement, dated November 7, 1995, among
the Company, Alcan and Marc S. Newkirk. Incorporated by
reference to Exhibit 10.48 to the Company's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1995.
10.49 Special Warranty Deed, dated as of March 28, 1996, from the
Company to QRS 12-16, Inc. with respect to the Marrows Road
Facility. Incorporated by reference to Exhibit 10.49 of the
Company's Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 under cover of Form SB-1 (No. 33-94186)
10.50 Lease Agreement, dated as of March 28, 1996, between QRS 12-
16, Inc., as landlord, and the Company, as tenant.
Incorporated by reference to Exhibit 10.50 of the Company's
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-4 under cover of Form SB-1 (No. 33-94186)
10.51 Sublease Agreement, dated as of March 28, 1996, between the
Company, as landlord, and Lanxide Armor Company, L.P., a
Delaware limited partnership (LAC), as subtenant.
Incorporated by reference to Exhibit 10.51 of the Company's
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-4 under cover of Form SB-1 (No. 33-94186)
10.52 Sublease Agreement, dated as of March 28, 1996, between the
Company, as landlord, and DuPont Lanxide Composites, L.P., a
Delaware limited partnership (DLC), as subtenant.
Incorporated by reference to Exhibit 10.52 of the Company's
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-4 under cover of Form SB-1 (No. 33-94186)
10.53 Sublease Agreement, dated as of March 28, 1996, between the
Company, as landlord, and Lanxide Electronic Components, Inc.,
a Delaware corporation (LEC), as subtenant. Incorporated by
reference to Exhibit 10.53 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4
under cover of Form SB-1 (No. 33-94186)
10.54 Assignment of Subleases and Rents, dated as of March 28, 1996,
between Lanxide and QRS 12-16, Inc. Incorporated by reference
to Exhibit 10.54 of the Company's Post-Effective Amendment No.
1 to the Registration Statement on Form S-4 under cover of
Form SB-1 (No. 33-94186)
10.55 Promissory Note, dated as of March 28, 1996, from QRS 12-16,
Inc. to the Company. Incorporated by reference to Exhibit
10.55 of the Company's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 under cover of Form SB-1
(No. 33-94186)
10.56 Purchase and Sale Agreement, dated as of February 29, 1996,
among Nihon Cement Co. Ltd., Lanxide K.K. and Celanx, K.K.
Incorporated by reference to Exhibit 10.56 of the Company's
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-4 under cover of Form SB-1 (No. 33-94186)
10.57 Form of Settlement Agreement among the Company and the
individuals listed on Schedule A thereto. Incorporated by
reference to Exhibit 10.57 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4
under cover of Form SB-1 (No. 33-94186)
10.58 Registration Rights Agreement, dated as of April 11, 1996,
between Mees Pierson, Inc. and the Company. Incorporated by
reference to Exhibit 10.58 of the Company's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4
under cover of Form SB-1 (No. 33-94186)
10.59.10 Sale of Interest Agreement, dated June 28, 1996, among DuPont,
Lanxide Armor Products, Inc. and Lanxide Armor Company, Inc.
Incorporated by reference to Exhibit 2.0 of the Company's
current report on Form 8-K filed on July 17, 1996.
10.59.20 Sale of Interest Agreement, dated June 28, 1996, between
DuPont and the Company. Incorporated by reference to Exhibit
2.1 of the Company's current report on Form 8-K filed on July
17, 1996.
10.59.30 Sale of Interest Agreement, dated June 28, 1996, among DuPont,
Lanxide Technology Company, L.P. and DuPont Lanxide
Composites, Inc. Incorporated by reference to Exhibit 2.2 of
the Company's current report on Form 8-K filed on July 17,
1996.
10.59.40 Letter Agreement, dated June 28, 1996, between the Company and
DuPont relating to the Guaranty Agreement, dated February 11,
1993. Incorporated by reference to Exhibit 10.59 of the
Company's current report on Form 8-K filed on July 17, 1996.
10.60 Agreement and Plan of Merger, dated November 13, 1996, by and
among the Company, Commodore and COES Acquisition Corp.
Incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K, dated November 13, 1996.
10.61 Line of Credit Agreement, dated November 13, 1996, by and
between Lanxide Performance Materials, Inc. and Commodore.
Incorporated by reference to Exhibit 3 to the Company's
Current Report on Form 8-K, dated November 13, 1996.
10.62 Line of Credit Promissory Note, dated November 13, 1996, by
Lanxide Performance Materials, Inc. in favor of Commodore.
Incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K, dated November 13, 1996.
10.63 Security Agreement, dated November 13, 1996, by and between
Lanxide Performance Materials, Inc. and Commodore.
Incorporated by reference to Exhibit 5 to the Company's
Current Report on Form 8-K, dated November 13, 1996.
10.64 Guaranty, dated November 13, 1996, by the Company in favor of
Commodore. Incorporated by reference to Exhibit 6 to the
Company's Current Report on Form 8-K, dated November 13, 1996.
10.65 Letter Agreement, dated November 13, 1996, by and between
Lanxide Performance Materials, Inc. and Commodore Applied
Technologies, Inc. Incorporated by reference to Exhibit 7 to
the Company's Current Report on Form 8-K, dated November 13,
1996.
10.66 Joint Development Agreement, dated as of October 25, 1996, by
and among Akebono Brake Industry Co., Ltd., Nihon Cement
Company Ltd. and the Company.
10.67 Joint Venture Agreement, dated as of October 25, 1996 by and
among Akebono Brake Industry Co., Ltd., Nihon Cement Company
Ltd., Lanxide K.K., Kanematsu Corporation and the Company.
(Confidential Treatment Requested by Lanxide Corporation)
21.1 Subsidiaries of the Company.
27 Financial Data Schedule
