Alyn Corp – ‘S-8’ on 10/27/97

As of:  Monday, 10/27/97   ·   Effective:  10/27/97   ·   Accession #:  903112-97-1329   ·   File #:  333-38821

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            8     35K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion of Battle Fowler LLP                           2     11K 
 3: EX-23.1     Consent of Price Waterhouse LLP                        1      5K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

FORM S-8

REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

ALYN CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

33-0709359
--------------------------------------------------------------------------------
(I.R.S. employer identification no.)

           16761 Hale Avenue, Irvine, California           92606
--------------------------------------------------------------------------------
          (Address of principal executive offices)          (Zip code)

 1996 Stock Incentive Plan
--------------------------------------------------------------------------------
(Full title of the plan)

 Robin A. Carden
 President and Chief Executive Officer
Alyn Corporation
 16761 Hale Avenue
Irvine, California 92606
--------------------------------------------------------------------------------
 (Name and address of agent for service)

(714) 475-1525
--------------------------------------------------------------------------------
 (Telephone number, including area code, of agent for service)

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]


========================================================================================================================= 
     Title of                       Amount            Proposed maximum        Proposed maximum          Amount of         
    securities                      to be              offering price             aggregate           registration        
   to be registered               registered              per share            offering price              fee            
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Common Stock, $.001 par            1,000,000              $14.13 (1)            $14,130,000             $4,281.82         
value per share                                                                                                           
========================================================================================================================= 

(1)      Represents shares to be offered at prices not presently determinable.  
         Pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act
   of 1933, as amended, the proposed maximum offering price for such
         1,000,000 shares is estimated solely for the purpose of determining the
        registration fee and is based on the average of the high and low sales
   prices per share of the registrant's Common Stock reported on The
Nasdaq Stock Market, Inc. National Market on October 23, 1997.

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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information                                                       

         The documents containing the information specified in this Item will be
sent or given to employees or directors who have been awarded options under the 
Alyn Corporation 1996 Stock Incentive Plan (the "Plan"), and are not being filed
with, or included in, this Registration Statement on Form S-8 (the "Registration
Statement"), in accordance with the rules and regulations of the Securities and 
Exchange Commission (the "Commission").                                         

Item 2.  Registrant Information and Employee Plan Annual Information            

         The documents containing the information specified in this Item will be
sent or given to employees or directors who have been awarded options under the 
Plan and are not being filed with, or included in, this Registration Statement, 
in accordance with the rules and regulations of the Commission.                 

 PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference                        

   The following documents which heretofore have been filed with the
Commission by ALYN CORPORATION, a Delaware corporation (the "Company" or        
"Registrant"), are incorporated by reference in this Registration Statement.    

       (a) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed with the Commission on October 21, 1996
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended    
(the "Exchange Act"), which incorporates by reference the description of the    
Common Stock contained in the Registration Statement on Form S-1 filed by the   
Registrant with the Commission (File Number 333-09143), and any amendment or    
report filed with the Commission for purposes of updating such description;     

      (b)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;                            

    (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997;                       

    (d)  The Registrant's Interim Report on Form 8-K filed on June 27,
1997; and                                           

    (e)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997.                        

       All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date   
hereof and prior to the filing of a post-effective amendment, which indicates   
that all securities offered have been sold or which deregisters all such        
securities then remaining unsold, shall be deemed to be incorporated by         
reference herein and to be a part hereof from the date of filing of such        
documents. Any statement contained herein or in a document incorporated or      
deemed to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that a     
statement contained herein or in any other subsequently filed document which    
also is incorporated or deemed to be incorporated by reference herein modifies  
or supersedes such statement. Any such                                          

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statement so modified or superseded shall not be deemed, except as so modified  
or superseded, to constitute a part of this Registration Statement.             

Item 4.  Description of Securities                                              

Not applicable.                                               

Item 5.  Interests of Named Experts and Counsel                                 

Not applicable.                                               

Item 6.  Indemnification of Directors and Officers                              

    As permitted by the Delaware General Corporation Law ("DGCL"), the
Company's Certificate of Incorporation (the "Certificate") provides that no     
director shall be personally liable to the Company or any stockholder for       
monetary damages for breach of fiduciary duty as a director, except for         
liability: (i) arising from payment of dividends or approval of a stock purchase
in violation of Section 174 of the DGCL; (ii) for any breach of the duty of     
loyalty to the Company or its stockholders; (iii) for acts or omissions not in  
good faith or which involve intentional misconduct or a knowing violation of    
law; or (iv) for any transaction from which the director derived an improper    
personal benefit. While the Certificate provides protection from awards for     
monetary damages for breaches of the duty of care, it does not eliminate the    
director's duty of care. Accordingly, the Certificate will not affect the       
availability of equitable remedies, such as an injunction, based on a director's
breach of the duty of care. The provisions of the Certificate described above   
apply to officers of the Company only if they are directors of the Company and  
are acting in their capacity as directors, and does not apply to officers of the
Company who are not directors.                                                  

   In addition, the Company's By-Laws provide that the Company shall
indemnify its officers and directors, and any employee who serves as an officer 
or director of any corporation at the Company's request, to the fullest extent  
permitted under and in accordance with the DGCL. Under the DGCL, directors and  
officers as well as employees and individuals may be indemnified against        
expenses (including attorneys' fees), judgments, fines and amounts paid in      
settlement in connection with specified actions, suits or proceedings, whether  
civil, criminal, administrative or investigative (other than an action by or in 
the right of the corporation as a derivative action) if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best    
interests of the corporation, and with respect to any criminal action or        
proceeding, had no reasonable cause to believe their conduct was unlawful.      

       Reference is made to Section 8 of the Underwriting Agreement (Exhibit
1.1 to the Registration Statement on Form S-1), which provides for              
indemnification of the Company's officers, directors and controlling persons by 
the Underwriters against certain civil liabilities, including certain           
liabilities under the Securities Act.                                           

             The Company has obtained a director and officer liability
insurance policy, under which each director and certain officers of the Company 
would be insured against certain liabilities.                                   

Item 7.  Exemption From Registration Claimed                                    

Not applicable.                                               

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Item 8.  Exhibits                                                               

4.1*      1996 Stock Incentive Plan.                            

    5         Opinion of Battle Fowler LLP regarding the legality of the
securities being registered.                

23.1       Consent of Price Waterhouse LLP.                       

     23.2       Consent of Battle Fowler LLP (included in Exhibit 5 hereto).

   24         Power of Attorney (included in the signature pages to this
Registration Statement).                    

------------------------------------                                            

*    Incorporated herein by reference from the Company's Registration Statement 
on Form S-1, filed by the Registrant with the Commission (File Number 
  333-09143) and declared effective by the Commission on October 22, 1996.

Item 9.  Undertakings                                                           

(a)      The Registrant hereby undertakes:                    

               (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such         
information in this Registration Statement.                                     

                (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a  
new registration statement relating to the securities offered therein, and the  
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold at  
the termination of the offering.                                                

        (b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual  
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,     
where applicable, each filing of an employee benefit plan's annual report       
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration         
statement relating to the securities offered therein, and the offering of such  
securities at that time shall be deemed to be the initial bona fide offering    
thereof.                                                                        

  (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons  
of the Registrant pursuant to the foregoing provisions, or otherwise, the       
Registrant has been advised that in the opinion of the Commission such          
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable. In the event that a claim for indemnification     
against such liabilities (other than the payment by Registrant of expenses      
incurred or paid by a                                                           

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director, officer or controlling person of Registrant in the successful defense 
of any action, suit or proceeding) is asserted by such director, officer or     
controlling person in connection with the securities being registered, the      
Registrant will, unless in the opinion of its counsel the matter has been       
settled by controlling precedent, submit to a court of appropriate jurisdiction 
the question whether such indemnification by it is against public policy as     
expressed in the Securities Act and will be governed by the final adjudication  
of such issue.                                                                  

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Irvine, State of California, on this 24th day of     
October, 1997.                                                                  

ALYN CORPORATION

                                  By:  /s/ Robin A. Carden
                                        --------------------
                                   Robin A. Carden
                                 President and
                                           Chief Executive Officer

 POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robin A. Carden and Walter R. Menetrey,  
and each of them, his true and lawful attorney-in-fact and agents, each acting  
alone, with full power of substitution and resubstitution, for him and in his   
name, place and stead, in any and all capacities, to sign any or all amendments 
to this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and other documents in connection          
therewith, with the Securities and Exchange Commission, granting unto said      
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing necessary or desirable to be done, as fully to all intents  
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said attorneys-in-fact and agents, each acting alone, or his substitute 
or substitutes may lawfully do or cause to be done by virtue hereof.            

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities and on the date indicated.                                           

                                                                [Download Table]


Name                    Title                                    Date           
----                    -----                                    ----           

                                                                                
/s/Robin A. Carden      President, Chief Executive Officer and  October 24, 1997
------------------      Director                                                
Robin A. Carden         (Principal Executive Officer)                           

/s/Richard L. Little    Vice President, Finance and             October 23, 1997
--------------------    Administration                                          
Richard L. Little       (Principal Financial and Accounting                     
                        Officer)                                                

/s/Harry Edelson        Director                                October 21, 1997
----------------                                                                
Harry Edelson                                                                   

/s/Michael Markbreiter  Director                                October 22, 1997
----------------------                                                          
Michael Markbreiter                                                             

                               -5-                                              

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Name                    Title                                    Date           
----                    -----                                    ----           

/s/Walter R. Menetrey   Director                                October 24, 1997
---------------------                                                           
Walter R. Menetrey                                                              

/s/Udi Toledano         Director                                October 23, 1997
---------------                                                                 
Udi Toledano                                                                    


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 EXHIBIT INDEX

Exhibit No.     Description of Exhibit                              Page Number 
-----------     ----------------------                              ----------- 
4.1*            1996 Stock Incentive Plan.                                      

5               Opinion of Battle Fowler LLP regarding the                      
legality of the securities being                
            registered.                                                8

23.1            Consent of Price Waterhouse LLP.                            10  

23.2            Consent of Battle Fowler LLP (included in                       
Exhibit 5 hereto).                              

24              Power of Attorney (included in the                              
signature pages to this Registration          
Statement).                                   

----------------------------------                                              

*    Incorporated herein by reference from the Company's Registration Statement 
on Form S-1, filed by the Registrant with the Commission (File Number 
  333-09143) and declared effective by the Commission on October 22, 1996.

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		10/27/97
		10/24/97		6		7
		10/23/97		1		7
		10/22/97		6
		10/21/97		6
		6/30/97		2					10-Q
		6/27/97		2					8-K
		3/31/97		2					10-Q
		12/31/96		2					10-K,  10-K/A,  DEF 14A
		10/22/96		4		8			424B1,  S-1/A
		10/21/96		2					15-12G,  8-A12G
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