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
--------------
Date of Report (Date of earliest event reported)
NOVEMBER 25, 1996
ALDILA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-21872
(Commission File Number)
13-3645590
(IRS Employer Identification No.)
15822 BERNARDO CENTER DRIVE, SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(619) 592-0404
NOT APPLICABLE
(Former name or former address, if changed since last report)
=======================================
THIS REPORT INCLUDES A TOTAL OF 6 PAGES.
Item 5. Other Events.
------------
On November 25, 1996, Aldila, Inc. (the "Company") issued a
press release (the "Press Release") concerning the approval by
the Company's Board of Directors of the Company's plans to open a
carbon fiber manufacturing facility. A copy of the Press Release
is filed herewith as Exhibit 99.1 and incorporated herein by
reference.
The Press Release contains forward-looking statements within
the meaning of the federal securities laws. Such forward-looking
statements are necessarily subject to various risks and
uncertainties, not all of which are within the Company's control.
In addition to the risks and uncertainties identified in the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 and the Annual Report on Form 10-K for the
year ended December 31, 1995, in each case, particularly as set
forth in the Management's Discussion and Analysis of Financial
Condition and Results of Operations included therein, the Company
believes that such forward-looking statements are subject to the
following risks and uncertainties:
(a) The Company may not be able to find an appropriate
location for a carbon fiber manufacturing facility or may not be
able to acquire such a location on terms that it deems to be
acceptable. In addition, the process of securing such a location
and developing it for use as a carbon fiber manufacturing
facility may take longer than anticipated, for example, because
of construction delays or delays in obtaining required permits,
potentially delaying to a material extent the availability to the
Company of carbon fiber from this facility. In this regard,
although the Company believes that it has secured adequate
supplies of carbon fiber from third parties to meet its needs
through 1997, there currently exist shortages of carbon fiber
suitable for graphite golf club shafts, and there can be no
assurance that a material delay in obtaining carbon fiber from
this facility will not affect the Company's ability to
manufacture adequate quantities of graphite prepreg for its use.
(b) Although the Company has retained and expects to
continue to retain people with significant expertise in carbon
fiber manufacturing to assist in the development and operation of
its carbon fiber facility, the Company itself and its current
senior management have no experience in the manufacturing of
carbon fiber. The Company's success in carbon fiber
manufacturing will be dependent on its ability to develop and
introduce on a timely and cost-effective basis new processes,
applications and products that keep pace with technological
developments in this field.
(c) The Company's carbon fiber manufacturing operations
will be dependent on the availability of acrylic fiber, the
principal raw material in carbon fiber. There is currently only
one supplier of acrylic fiber of the type that is suitable for
use in carbon fiber manufacturing. The Company's carbon fiber
manufacturing operations would be adversely affected if it were
not able to obtain adequate supplies of acrylic fiber at
reasonable prices.
(d) The Company intends to utilize its carbon fiber
manufacturing facility to produce carbon fiber both for its own
use in manufacturing graphite golf club shafts and, ultimately,
for use in other applications, either through the sale of carbon
fiber or carbon fiber structural products to other consumers of
that material or through the acquisition of other businesses that
utilize carbon fiber. There can be no assurance that the Company
will be able to find purchasers for its carbon fiber at
profitable prices or that it will be able to identify businesses
to be acquired or to acquire such businesses on terms that it
finds acceptable.
(e) The Company's carbon fiber operations will utilize high
temperature processes, substantial electrical current and
industrial gases that potentially can be subject to volatile
chemical reactions. In addition, there will be different
environmental issues than are presented by the Company's current
graphite prepreg and golf shaft manufacturing operations. The
Company intends to design and operate its facility to minimize
the operational and regulatory risks associated with these
factors. As a result of mechanical or human failure or
unforeseen conditions or results related to its manufacturing and
engineering processes, however, the Company's ability to
manufacture carbon fiber could be adversely affected or the
Company could incur significant costs.
(f) There are a number of other carbon fiber manufacturers
with whom the Company will be competing, many of which have
substantially greater resources than the Company and have been in
the carbon fiber manufacturing business for a long time. There
can be no assurance that the Company will be able to compete
effectively with these other companies, either as to price, as to
quality, as to service or as to technological superiority, and
there can be no assurance that the Company would not be better
served as to its own carbon fiber needs by purchasing it from
other manufacturers rather than supplying itself.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release dated November 25, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
ALDILA, INC.
Dated: November 26, 1996 By: /s/ ROBERT J. CIERZAN
------------------------------
Name: Robert J. Cierzan
Title: Vice President,
Secretary and Treasurer
EXHIBIT INDEX
Exhibit
No. Document
------ --------
99.1 Press Release dated November 25, 1996.
FOR IMMEDIATE RELEASE
- ---------------------
ALDILA TO BEGIN THE MANUFACTURE OF CARBON FIBER
------------------------------------------------
SAN DIEGO, CA., Nov. 25, 1996 -- ALDILA, INC. (NASDAQ/NMS:
ALDA), the nation's leading manufacturer of graphite golf club
shafts, today announced that its Board of Directors has approved
a plan to construct a new facility for the manufacture of carbon
fiber.
"Our plan represents a major step in our strategy to
redefine Aldila's profitable future growth through
diversification into other carbon fiber products or end item
product applications, while remaining within our demonstrated
field of expertise in carbon fiber based composite products,"
said Gary T. Barbera, Chairman and Chief Executive Officer.
Aldila estimates that the design, construction and start-up
of the planned 50,000 square foot facility will require
approximately 15 months, and a capital expenditure of
approximately $16 million in 1997, with the manufacture of carbon
fiber to begin in the first half of 1998.
The facility will be designed with one production line to
produce up to 2.5 million pounds of carbon fiber annually. This
initial facility will be sized to house a second carbon fiber
line, which would increase its capacity to 5.0 million pounds
annually.
The Company said the new facility would be located in either
southeastern Wyoming or in Utah, where several sites are under
consideration.
"Our core graphite golf shaft business consumes about 4% of
the total carbon fiber produced world wide, which makes Aldila
one of the two largest consumers of carbon fiber today," Mr.
Barbera added. "This strategic move will establish Aldila as a
supplier of carbon fiber and enhance our planned diversification
into existing or emerging carbon fiber based products. At the
same time, it will increase Aldila's present advantage in golf by
further distancing us from our competition.
Aldila designs, manufactures and markets graphite golf
shafts used in clubs assembled and manufactured throughout the
world by the leading golf club companies, as well as pro shops,
club shops and repair shops. In 1994, the company embarked on a
program of vertical integration to manufacture the graphite
prepreg material for its golf shaft production, and has
internally supplied virtually all of its material requirements
during 1996.
