UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
ALLOY STEEL INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
ALLOY STEEL INTERNATIONAL INC.
42 MERCANTILE WAY MALAGA WESTERN AUSTRALIA 6090 (61) 8 9248 3188
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Alloy
Steel International Inc. (the "Company") will be held at Conference Room: Alloy
Steel International Inc, 42 Mercantile Way MALAGA, Western Australia on
Tuesday, 4/th/ June 2002, at 10:00am (the "Meeting"), for the following
purposes:
1) To elect two (2) Directors to serve for the ensuing year until their
successors are elected and have been qualified.
2) To ratify the appointment of Rothstein Kass & Company, Certified
Public Accountants PC as the public accountants for the Company's prior
fiscal year and for the fiscal year ending September 30, 2002.
3) To ratify and approve the Board of Directors' resolution to increase
the authorised number of stock options under the Company's 2000 Stock Option
Plan from 500,000 share to 2,000,000 shares.
4) Such other business as may be properly brought before the meeting or
any adjournments thereof.
Only those shareholders who were shareholders of record at the close of
business on May 10, 2002 will be entitled to notice of, and to vote at the
Meeting or any adjournment thereof. If a shareholder does not return a signed
proxy card or does not attend the Annual Meeting and vote in person, the shares
will not be voted. Shareholders are urged to mark the boxes on the proxy card
to indicate how their shares are to be voted. If a shareholder returns a signed
proxy card but does not mark the boxes, the shares represented by the proxy
card will be voted as recommended by the Board of Directors. The Company's
Board of Directors solicits proxies so each shareholder has the opportunity to
vote on the proposals to be considered at the Annual Meeting.
IMPORTANT
Whether or not you expect to be present at the meeting, please mark, date
and sign the enclosed proxy and return it in the envelope which has been
provided. In the event you are able to attend the meeting, you may revoke your
proxy and vote your shares in person.
7/th/ MAY 2002
By order of the Board of Directors
MALAGA WESTERN AUSTRALIA
Alan C Winduss
Chief Financial Officer
ALLOY STEEL INTERNATIONAL INC.
PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON 2002
This Proxy Statement and the accompanying proxy card are furnished in
connection with the solicitation of proxies by the Board of Directors of Alloy
Steel International Inc. ("ASI" or the "Company") for use at the Annual Meeting
of Stockholders of the Company (the "Annual Meeting") to be held at the
Conference Room: Alloy Steel International Inc, 42 Mercantile Way MALAGA,
Western Australia on Tuesday, 4/th/ June 2002, at 10:00am and any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. All stockholders are encouraged to attend the Annual
Meeting. Your proxy is requested, whether or not you attend in order to assure
maximum participation and to expedite the proceedings.
At the Annual Meeting, stockholders will be requested to act upon the
matters set forth in this Proxy Statement. If you are not present at the
meeting, your shares can be voted only when represented by proxy. The shares
represented by your proxy will be voted in accordance with your instructions if
the proxy is properly signed and returned to the Company before the Annual
Meeting. You may revoke your proxy at any time prior to its being voted at the
Annual Meeting by delivering a new duly executed proxy with a later date or by
delivering written notice of revocation to the Secretary of the Company prior
to the day of the Annual Meeting, or by appearing and voting in person at the
Annual Meeting. It is anticipated that this Proxy Statement and accompanying
proxy will first be mailed to the Company's stockholders on or about May 17,
2002. The Company's Annual Report to the stockholders on Form 10-KSB, filed
electronically (EDGAR System) with the Securities and Exchange Commission in
respect of the Fiscal Year ended 30 September 2001 is also enclosed and should
be read in conjunction with the matters set forth herein. The expenses
incidental to the preparation and mailing of the proxy material are being paid
by the Company. No solicitation is planned beyond the mailing of this proxy
material to stockholders.
Abstentions and broker non-votes will be counted toward determining whether
a quorum is present.
The principal executive office of the Company is located at 42 Mercantile
Way, MALAGA WESTERN AUSTRALIA 6090. The telephone number is (61) 8 9248 3188
OUTSTANDING SHARES AND VOTING RIGHTS
The only security entitled to vote at the Annual Meeting is the Company's
common stock. The Board of Directors, pursuant to the By-Laws of the Company
has fixed May 10, 2002 at the close of business, as the record date of the
determination of Stockholders entitled to notice of, and to vote at the Annual
Meeting or any adjournment or adjournments thereof. At May 7, 2002 there were
17,050,000 shares of the common stock outstanding and entitled to be voted at
the Annual Meeting. Each share of common stock is entitled to one vote at the
Annual Meeting. At all meetings of the stockholders the holders of a majority
of the shares of the Corporation issued and outstanding and entitled to vote
thereat shall be present in person or by proxy to constitute a quorum for the
transaction of the business, except as otherwise provided by statute. In the
absence of a quorum, the holders of the majority of the shares of stock present
in person or by proxy and entitled to vote may adjourn the meeting from time to
time. In accordance with the Articles of Incorporation of the Company, provided
a quorum of issued and outstanding shares entitled to vote are present in
person or by proxy, a majority vote in favour of a proposal is required for
approval of an agenda item.
1
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of the Company proposes that the Company's current
directors standing for re-election be elected and serve until the next Annual
Meeting of the Stockholders and continuing until their successors are elected
and qualified. Unless authority is withheld on the proxy it is the intention of
the proxy holder to vote for the persons standing for election named below.
Certain information concerning the directors, nominees, and executive
officers of the Company is set forth in the following table and in the
paragraphs following. Information regarding each such director's and executive
officer's ownership of voting securities of the Company appears as "Securities
Ownership of Certain Beneficial Owners and Management" below
Name Current Position With Company Director Since
---- ----------------------------- --------------
Gene Kostecki................ Chairman / Chief Executive
Officer June 2000
Alan C Winduss............... Director / Chief Financial
Officer June 2000
INDIVIDUALS STANDING FOR ELECTION
Gene Kostecki has served as our chief Executive Officer, President, and
Director since June 2000. From July 1997 to the present, Mr Kostecki served as
the Chief Executive Officer and Director of Arcoplate, Inc. and Arcoplate
Holdings (UK) PLC. From July 1995 to July 1997 Mr Kostecki served as Managing
Director of the Collier Unit Trust, an engineering business and distributor
based in Western Australia.
Alan Charles Winduss has served as our Chief Financial Officer, Vice
President and Director since June 2000. From July 1997 to the present, Mr
Winduss served as the Chief Financial Officer and Director of Arcoplate, Inc.
and Arcoplate Holdings (UK) PLC. From July 1979 to the present Mr Winduss has
served as the senior principal of Winduss & Cook, an Accounting firm in Western
Australia, which specialises in commercial accounting, corporate finance and
management.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended September 30, 2001 there was three meeting of
the Board of Directors, of which all Directors attended. The Company presently
does not have an audit or compensation committees, but intends to appoint
committees in the coming fiscal year.
COMPENSATION OF DIRECTORS AND OFFICERS
The following table sets forth the compensation for each of the two (2)
fiscal years earned by the Chief Executive officer and each of the most highly
compensated executive officers for the fiscal year ended September 30, 2001
(the "Named Executives")
Name Year Salary
---- ---- -------
Gene Kostecki................ 2001 150,000
Chief Executive Officer,
Director................... 2000 150,000
Alan Winduss................. 2001 80,000
Chief Financial Officer,
Director................... 2000 80,000
No other remuneration was paid to the abovementioned
2
OPTION GRANTS DURING FISCAL YEAR 2001
There were no options grants during the fiscal year 2001 and at the end of
the fiscal year there were no options on issue.
COMPENSATION PLANS
Stock Options
In May 2000, we adopted the 2000 Stock Option Plan. The purpose of the plan
is to enable us to attract, retain and motivate key employees, directors and
consultants by providing them with stock options. Options granted under the
plan may be either incentive stock options, as defined in Section 422A of the
Internal Revenue Code of 1986, or non-qualified stock options. We have reserved
500,000 shares of common stock for issuance under the plan. As of the date of
May 7, 2002 no options have been granted pursuant to the plan.
Our Board of Directors will administer the plan. Our Board has the power to
determine the terms of any options granted under the plan, including the
exercise price, the number of shares subject to the option, and the conditions
of exercise. Options granted under the plan are generally not transferable, and
each option is generally exercisable during the lifetime of the holder only by
the holder. The exercise price of all incentive stock options granted under the
plan must be at least equal to the fair market value of the shares common stock
on the date of the grant. With respect to any participant who owns stock
possessing more than 10% of the voting power of all classes of our stock, the
exercise price of any incentive stock option granted must be equal to at least
110% of the fair market value on the grant date. Our Board of Directors
approves the terms of each option. These terms are reflected in a written stock
option agreement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In October 2000, we acquired from Gene Kostecki and Alan Winduss, the right
to utilise and commercially exploit the 3D Pipe Cladder process in exchange for
an aggregate of 3,413,750 shares of common stock. In October 2000, we acquired
from the Collier Unit Trust, certain mill and office equipment assets relating
to the manufacture, sale and distribution of Arcoplate in exchange for
1,250,000 shares of common stock. Mr Kostecki and family associates control the
Collier Unit Trust.
In October 2000, we entered into a five year employment agreement with Gene
Kostecki, our President and Chief Executive Officer and Alan Winduss our Chief
Financial Officer which provide for annual salaries of $150,000 and $80,000
respectively.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors,
executive officers, and any persons holding more than ten percent of the
Company's common stock are required to report their initial ownership of the
Company's common stock and any subsequent changes in their ownership to the
Securities and Exchange Commission. Specific due dates have been established by
the Commission, and the Company is required to disclose in this Proxy Statement
any failure to file by those dates. Based upon (I) the copies of the section
16(a) reports that the Company received from such persons for their 2000 fiscal
year transactions and (II) the written representations received from one or
more of such persons that no annual Form 5 reports were required to be filed
for them for the 2000 fiscal year, the Company believes that there has been
compliance with all Section 16(a) filing requirements applicable to such
officers, directors and ten percent beneficial owners for such fiscal year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, to the best knowledge of the Company, as of
May 7, 2002 certain information with respect to (1) beneficial owners more than
five percent (5%) of the outstanding common stock of the
3
Company, (2) beneficial ownership of shares of the Company's common stock by
each director and named executive; and (3) beneficial ownership of shares of
common stock of the Company by all directors and officers as a group.
Unless otherwise noted, all shares are beneficially owned and the sole
voting in investment power is held by the persons/entities indicated.
Based upon the aggregate of all shares of common stock issued and
outstanding as of October 1,2001 in addition to share issuable upon exercise of
options or warrants currently exercisable or becoming exercisable within 60
days and which are held by the individuals named on the table.
Name of Shares of Options / Total Beneficial % of Common Stock
Beneficial Owner Common Stock Other Ownership Outstanding
---------------- ------------ --------- ---------------- -----------------
Gene Kostecki
18 Newton St Morley
Western Australia
6062............. 10,598,000 -- 10,598,000 62.5%
Alan C Winduss
102 Stanley St
Scarborough
Western Australia
6019............. 1,893,250 -- 1,893,250 11.2%
David Gonzalez
1000 Stuyvesant Ave
New Jersey USA... 50,000 -- 50,000 *
- --------
1) The number of shares of common stock beneficially owned by Mr Kostecki
includes (i) 4,760,000 shares issued to Kenside Investments Ltd, (ii)
1,250,000 shares issued to the Collier Unit Trust and (iii) 937,500 shares
issued to Ames Nominees Pty Ltd.
2) The number of shares of common stock beneficially owned by Mr Winduss
includes (i) 500,000 shares issued to Chartreuse Nominees Pty Ltd, (ii)
90,000 shares issued to Ragstar Investments Ltd and (iii) 312,500 shares
issued to Alan Winduss Pty Ltd.
* Less than 1%
Computed on the basis of 17,050,000 shares of common stock outstanding.
PROPOSAL 1: THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
THE ELECTION OF THE TWO (2) NOMINATED DIRECTORS
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Rothstein Kass & Company, Certified
Public Accountants P.C as the Company's independent auditors for the fiscal
year ended September 2002. At its board meeting on January 16, 2002 the Board
of Directors engaged Rothstein Kass & Company, Certified Public Accountants P.C
as the Company's independent auditors for the fiscal year ended September 2001.
On January 16, 2002 the accounting firm HJ & Associates LLC was dismissed as
the Company's independent auditors. There were no disagreements on matters of
accounting principles and practices, financial disclosure, and reportable
events between the Company and HJ & Associates LLC prior to the forgoing and
subsequent interim periods preceding such dismissal. The reports on the
financial statements prepared by HJ & Associates LLC contained not adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. Representatives of Rothstein
Kass & Company are expected to be present at the Annual Meeting.
4
THE BOARD OF DIRECTORS RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION
OF SELECTION OF INDEPENDENT AUDITORS.
PROPOSAL 3: RATIFICATION OF THE RESOLUTION TO INCRESE THE AUTHORISED NUMBER OF
STOCK OPTIONS UNDER THE COMPANY'S 2000 STOCK OPTION PLAN.
The Board of Directors has resolved to increase the authorised number of
stock options under the Company's Stock Option Plan from 500,000 to 2,000,000
option shares. The increase in authorised shares available under the 2000 Stock
Option Plan is necessary for the continued granting of options awards to
employees in the form of stock options, and other related or non-restricted
stock awards. The Board of Directors believes that the increase in authorised
shares is necessary so that the Company can continue to provide its employees
and consultants with incentive compensation opportunities, which are highly
motivational. The Board further believes that the flexibility of the incentive
awards provided for by the 2000 Stock Option Plan will enhance the
effectiveness and cost efficiency of the Company's management incentive
programme and is in the best interest of the shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" AN INCREASE
IN THE AUTHORISED NUMBER OF OPTIONS UNDER THE COMPANY'S 2000 STOCK OPTION PLAN
FROM 500,000 TO 2,000,000.
DEADLINE FOR SUBMITTING STOCKHOLDERS PROPOSALS
Rules of the Securities and Exchange Commission require that any proposal by
a stockholder must be received by the Company for consideration at the 2002
Annual Meeting of Stockholders no later than June 30, 2002 if any such proposal
is to be eligible for inclusion in the Company's Proxy materials for 2002
Annual Meeting. Under such rules the Company is not required to include
stockholders proposals in its proxy materials unless certain other conditions
specified in such rules are met.
OTHER MATTERS
Management of the Company is not aware of any other matters to be presented
for action at the Annual Meeting other than those mentioned in the Notice of
Annual Meeting of Stockholders and referred to in this proxy.
COMMON STOCK PERFORMANCE
As part of the executive compensation information presented in the Proxy
Statement, the Securities and Exchange Commission require a five year
comparison of stock performance of the Company with the stock performance of
appropriate smaller companies. The Company has selected the NASDAQ Composite
Index (US) for the S&P 500 Mining & Minerals Index for stock performance
comparison. The chart reflects the NASDAQ index from the period from which the
Company's stock commenced trading.
5
Performance Table
The table depicted below shows the Company's stock price as an index
assuming $100 invested August 28, 2001 along with the composite prices of
companies listed in the NASDAQ Stock Market (Composite) Index and the S&P 500
Minerals & Mining Index.
COMPARISION OF CUMULATIVE TOTAL RETURN AMONG
ALLOY STEEL INTERNATIONAL INC,
THE NASDAQ COMPOSITE S&P 500 MINERALS & MINING INDEX
Date NASCOMP S&P 500 Minerals & Mining AYSI
---- ----------- ------------------------- ----
28/08/2001 100 100 100
28/09/2001 80.36547309 85.60530014 400
Note
* $100 invested on in company stock or on comparison stock index including
reinvestment of dividends. Fiscal year ending September 30, 2001. Period is
only from August 28, 2001 to September 30, 2001; the period in the fiscal year
the shares were quoted.
The Stock Price Performance Graph above shall not be deemed incorporated by
reference of a general statement incorporating by reference the Proxy Statement
into any filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
VOTING PROCEEDURE
Under Delaware Law, each holder of record is entitled to vote the number of
shares owned by the shareholder for any agenda item. The Company is not aware
of any other agenda item to be added to the agenda, as it has not been informed
by any stockholder of any request to do so.
There are no matters on the agenda that involves the rights of appraisal of
a stockholder. The Company incorporates by reference all items and matters
contained in its Form 10-KSB for the Fiscal Year ended September 30, 2001 as
filed with the Securities and Exchange Commission in addition to Form 10-QSB
and Form 8-K Reports as filed with the Commission.
BY ORDER OF THE BOARD OF DIRECTORS
7/th/ MAY 2002
By order of the Board of Directors
MALAGA WESTERN AUSTRALIA
Alan C Winduss
Chief Financial Officer
6
ALLOY STEEL INTERNATIONAL INC
42 MERCANTILE WAY MALAGA
WESTERN AUSTRALIA 6090
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gene Kostecki and Alan Winduss as proxies each
with the power to appoint his substitute and hereby authorises them to represent
and to vote as designated below all shares of common stock of Alloy Steel
International Inc held on record by the undersigned on 10/th/ May 2002 at the
Annual Meeting of Stockholders to be held on 4/th/ June 2002 at 10:00 am at 42
Mercantile Way Malaga, WESTERN AUSTRALIA, or any adjournment thereof.
1. ELECTION OF DIRECTORS NOMINEES: Gene Kostecki and Alan C Winduss
[_] FOR ALL NOMINEES LISTED [_] WITHHOLD AUTHORITY
(Except as marked to the vote for all nominees listed contrary below)
(Instruction: To withhold authority to vote for an individual nominee write the
name in the space provided below)
2 PROPOSAL TO RATIFY THE APPOINTMENT OF ROTHSTEIN KASS & COMPANY PC AS
INDEPENDENT ACCOUNTANTS OF THE CORPORATION
[_] FOR [_] AGAINST [_] ABSTAIN
3 PROPOSAL TO RATIFY AND APPROVE THE BOARD OF DIRECTORS' RESOLUTION TO
INCRESE THE AUTHORISED NUMBER OF STOCK OPTIONS UNDER THE COMPANY'S 2000
STOCK OPTION PLAN FROM 500,000 TO 2,000,000 SHARES.
[_] FOR [_] AGAINST [_] ABSTAIN
In their discretion the proxies are authorised to vote upon such other further
business as may properly come before the meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. If no direction is provided, this proxy will be voted FOR Proposals
1, 2 and 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorised officer. If a
Partnership, please sign in partnership name by authorised person.
Dated:______________________________, 2002 Signature
______________________________
Name:
Please mark, sign, date and return the proxy card promptly by using the enclosed
envelope