UNITED STATES
SECURITIES AND EXCANGE 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.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Persons(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:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(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):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] 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:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
ALLOY STEEL INTERNATIONAL INC.
42 MERCANTILE WAY MALAGA WESTERN AUSTRALIA 6090
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 8TH 2005
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 Wednesday 8th
June 2005, at 9.30am (the "Meeting"), for the following purposes:
1) To elect one (1) Director to serve for a term of one year.
2) To ratify the appointment of Rothstein Kass & Company, Certified
Public Accountants PC as Auditor's for the Company for the fiscal year
ending September 30, 2005.
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 April 22, 2005 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.
3RD MAY 2005 By order of the Board of Directors
MALAGA WESTERN AUSTRALIA
Alan C Winduss
Director
ALLOY STEEL INTERNATIONAL INC.
PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
8TH JUNE 2005
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 8 June 2005, at 9:30am 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 05, 2005. The Company's
Annual Report to the stockholders on Form 10-KSB, filed electronically (EDGAR
System) with the Securities and Exchange Commission on 13 January 2005 in
respect of the Fiscal Year ended 30 September 2004 is also enclosed and should
be read in conjunction with the matters set forth herein. The Company is paying
the expenses incidental to the preparation and mailing of the proxy material.
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. The
facsimile is (61) 8 9248 3166 and the email is info@alloysteel.net.
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
April 22, 2005 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 02, 2005 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 Company's current directors were elected at the last annual meeting to serve
for a period of three years.
Mr O'Neil has been nominated for election as a director of the company to serve
for an initial period of one year.
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
CURRENT POSITION WITH DIRECTOR
NAME AGE COMPANY SINCE
Gene Kostecki 59 Chairman / Chief Executive Officer June 2000
Alan C Winduss 63 Director / Chief Financial Officer June 2000
INDIVIDUALS STANDING FOR ELECTION
Patrick Joseph O'Neil is President and Chief Executive Officer of GRD
Transportation Inc the parent company of the company's distributor for North
America and Canada. Mr O'Neil is aged 47.
Mr O'Neil also sits on the board of Illinois Valley Public Telecommunication
Inc, Bradley University, & Catholic Charities of Illinois.
Mr O'Neil has vast business experience to bring the board and the present
directors recommend his election.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended September 30, 2004 there were five 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, 2004 (the
"Named Executives")
NAME YEAR SALARY
Gene Kostecki 2004 150,000
Chief Executive Officer, Director 2003 150,000
Alan Winduss 2004 80,000
Chief Financial Officer, Director 2003 80,000
OPTION GRANTS DURING FISCAL YEAR 2004
There were no option grants during the fiscal year 2004 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 05, 2005 no options have been granted pursuant to the plan.
The Board of Directors administers the plan. The 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. The 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 an entity owned by the family of Mr
Kostecki. The lease is at normal commercial conditions and fiscal rates.
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 (1) the copies of the section
16(a) reports that the Company received from such persons for their 2004 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 2004 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
02, 2005 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
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, 2004 in addition to shares 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
48 Boddington Circle 10,598,000 - 10,598,000 62.53% *
Dianella
Western Australia 6059
Alan C Winduss
102 Stanley St 1,893,250 - 1,893,250 11.20% *
Scarborough
Western Australia 6019
* 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 ONE (1) NOMINATED DIRECTOR
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 2004. Rothstein Kass & Company have 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 Audit services
rendered to the company for the fiscal year ended 30 September 2004 was $20,400.
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 2005 Annual
Meeting of Stockholders no later than June 08, 2005 if any such proposal is to
be eligible for inclusion in the Company's Proxy materials for 2005 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.
VOTING PROCEDURE
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 any stockholder of any
request to do so has not informed it.
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, 2004 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
3RD MAY 2005 By order of the Board of Directors
MALAGA WESTERN AUSTRALIA /s/Alan C Winduss
Alan C Winduss
Director
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 22 April 2005 at the
Annual Meeting of Stockholders to be held on 08 June 2005 at 9:30am at 42
Mercantile Way Malaga, WESTERN AUSTRALIA, or any adjournment thereof.
1. ELECTION OF DIRECTOR NOMINEE: Mr Patrick Joseph O'Neil
[ ] FOR THE NOMINEE [ ] WITHHOLD AUTHORITY
2 PROPOSAL TO RATIFY THE APPOINTMENT OF ROTHSTEIN KASS & COMPANY PC AS
INDEPENDENT AUDITORS 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 and 2.
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:, 2005 SIGNATURE
-------------------------
----------------------------------------
NAME:
Please mark, sign, date and return the proxy card promptly by using the enclosed
envelope