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 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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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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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.
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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 MONDAY 30TH JUNE 2003
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Alloy Steel
International In. (the "Company") will be held at Conference Room: Alloy Steel
International Inc, 42 Mercantile Way MALAGA, Western Australia on Monday, 30
June 2003, 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 Auditor for the Company's prior fiscal year
and for the fiscal year ending September 30, 2003.
3) 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 23, 2003 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 THAT HAS BEEN PROVIDED.
IN THE EVENT YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.
29TH MAY 2003 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 MONDAY 30TH JUNE 2003
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 Monday, 30 June 2003, 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, 2003. The Company's
Annual Report to the stockholders on Form 10-KSB, filed electronically (EDGAR
System) with the Securities and Exchange Commission on in respect of the Fiscal
Year ended 30 September 2002 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 23, 2003 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 10, 2003 there were 16,950,000
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.
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, 2002 there were three meetings of the
Board of Directors, of which all Directors attended. The Company presently does
not have an audit or compensation committees.
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, 2002 (the
"Named Executives")
NAME YEAR SALARY
Gene Kostecki 2002 150,000
Chief Executive Officer, Director 2001 150,000
Alan Winduss 2002 80,000
Chief Financial Officer, Director 2001 80,000
No other remuneration was paid to the abovementioned
OPTION GRANTS DURING FISCAL YEAR 2002
There were no option grants during the fiscal year 2002 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
2,000,000 shares of common stock for issuance under the plan. As of the date of
May 10, 2003 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
The company has entered into a five year lease of the premises from which it
manufactures Arcoplate. This lease with a an entity owned by the family of Mr
Kostecki. The lease is at normal commercial arrangements.
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 2002 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 2002 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
April 30, 2003 certain information with respect to (1) beneficial owners more
than five percent (5%) of the outstanding common stock of the 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 September 30, 2002 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.
SHARES OF TOTAL % OF COMMON
NAME OF BENEFICIAL COMMON OPTIONS / BENEFICIAL STOCK
OWNER STOCK OTHER OWNERSHIP OUTSTANDING
Gene Kostecki
18 Newton St Morley 10,598,000 - 10,598,000 62.53%
Western Australia 6062
Alan C Winduss
102 Stanley St Scarborough 1,893,250 - 1,893,250 11.2%
Western Australia 6019
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.
Computed on the basis of 16,950,000 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. Rothstein Kass & Company hacve acted as auditors of the company
since 2001. Representatives of Rothstein Kass & Company are expected to be
present at the Annual Meeting by teleconference.
The aggregate of amounts paid to Rothstein Kass & Company for services rendered
to the company for the fiscal year ended 30 September 2002 was $27,300
THE BOARD OF DIRECTORS RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION
OF SELECTION OF INDEPENDENT AUDITORS.
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 2003 Annual
Meeting of Stockholders no later than June 30, 2003 if any such proposal is to
be eligible for inclusion in the Company's Proxy materials for 2003 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.
PERFORMANCE TABLE
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The table depicted below shows the Company's stock price as an index assuming
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$100 invested August 28, 2001 along with the composite prices of companies
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listed in the NASDAQ Stock Market (Composite) Index and the S&P 500 Minerals &
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Mining Index.
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COMPARISION OF CUMULATIVE TOTAL RETURN AMONG
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ALLOY STEEL INTERNATIONAL INC,
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THE NASDAQ COMPOSITE S&P 500 MINERALS & MINING INDEX
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DATE NASCOMP INDEX PRICE AYSI
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28/08/2001 1,864.98 99.62 100
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28/09/2001 1,498.80 85.28 186.67
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30/09/2002 1,172.06 69.91 24.00
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NOTE
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* $100 invested on in company stock or on in comparison stock index including
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reinvestment of dividends. Fiscal year ending September 30, 2002.
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The Stock Price Performance Graph above shall not be deemed incorporated by
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reference of a general statement incorporating by reference the Proxy Statement
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into any filing under the Securities Act of 1933 or the Securities Exchange Act
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of 1934, except to the extent that the Company specifically incorporates this
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information by reference, and shall not otherwise be deemed filed under such
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Acts.
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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, 2002 as
filed with the Securities and Exchange Commission in addition to Form 10-QSB and
For 8-K Reports as filed with the Commission.
BY ORDER OF THE BOARD OF DIRECTORS
29TH MAY 2003 By order of the Board of Directors
MALAGA WESTERN AUSTRALIA
Alan C Winduss
Chief Financial Officer
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 23 May 2003 at the Annual
Meeting of Stockholders to be held on 30 June 2003 at 10:00am 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
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: __________________,2003 SIGNATURE
______________________________
NAME:
Please mark, sign, date and return the proxy card promptly by using the enclosed
envelope