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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT
PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
FOR ANNUAL MEETING FOR FISCAL YEAR ENDING MARCH 31, 1995
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
ASTREX, INC.
(Name of Registrant as Specified In Its Charter)
_________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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: 1
4) Proposed maximum aggregate value of transaction:
_____________
Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] 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 of Schedule and date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
<PAGE>
ASTREX, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 19, 1995
General Information
This Proxy Statement is furnished to stockholders of Astrex, Inc., a
Delaware corporation (the "Company" or "Astrex") in connection with the
solicitation by the Board of Directors of proxies for use at the Annual
Meeting of Stockholders to be held on Thursday, October 19, 1995 at 11:00
a.m. at the principal executive offices of the Company, 205 Express Street
, Plainview, New York 11803 and at any adjournment or postponement
thereof, for the purposes set forth in the foregoing Notice of Annual
Meeting of Stockholders.
At 5:00 p.m. EST on September 12, 1995 (the "record date") there were
outstanding and entitled to vote 5,090,363 shares of the Company's $0.01
par value common stock (the "Common Stock"). The holders of record of
Common Stock on the record date will be entitled to one vote per share.
A copy of the Company's Form 10-KSB Annual Report for the fiscal year ended
March 31, 1995 ("Form 10-KSB") which has been adopted by the Company as its
Annual Report for the fiscal year ended March 31, 1995 has been or is being
furnished (together with a copy of the Company's Form 10-QSB Quarterly
Report for the first quarter ended June 30, 1995 ["Form 10-QSB"]) with the
proxy materials, which are being mailed on or about September 19, 1995 to
the holders of record of Common Stock on the record date.
Voting and Proxy Procedures
Properly executed proxies received in time for the meeting will be voted.
Stockholders are urged to specify their choices on the proxy, but if no
choice is specified, eligible shares will be voted to elect the two
nominees for director named below as directors and for the terms set forth
below. At the date of this Proxy Statement management of the Company knows
of no other matters which are likely to be brought before the Annual
Meeting. However, if any other matters should properly come before the
Meeting, the persons named in the enclosed proxy will have discretionary
authority to vote such proxy in accordance with their best judgment on such
matters.
If the enclosed proxy is executed and returned, it may nevertheless be
revoked by a later-dated proxy or by written notice filed with the
Secretary at the Company's executive offices at any time before the proxy
is exercised. Stockholders attending the Annual Meeting may revoke their
proxies and vote in person. The Company's executive offices are located at
205 Express Street, Plainview, New York 11803.
The holders of a majority of the total shares of Common Stock issued and
outstanding at the record date, whether present in person or represented by
proxy, will constitute a quorum for the transaction of business at the
Annual Meeting. The affirmative vote of a plurality of the total shares of
Common Stock present in person or represented by proxy and entitled to vote
at the Annual Meeting is required for the election of directors and the
affirmative vote of a majority of the total shares of Common Stock present
in person or represented by proxy and entitled to vote at the Meeting is
required for the approval of any other matters as may properly come before
the Meeting or any adjournment or postponement thereof.
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Abstentions and broker non-votes are counted toward the calculation of a
quorum. An abstention with respect to election of directors will have no
effect in determining whether a director has received a plurality of votes.
For all other purposes, an abstention will be included in determining the
majority needed for passage of a proposal and will have the same effect as
a vote against the proposal. Broker non-votes will not be considered in
determining the majority needed for passage of a proposal because they are
not deemed "present" for vote on a proposal and therefore will have no
effect on the outcome of either a proposal or an election.
The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, proxies may be solicited by the
directors, officers and employees of the Company, without additional
compensation, by personal interview, telephone, telegram or otherwise.
Arrangements will also be made with brokerage firms and other custodians,
nominees and fiduciaries who hold the voting securities of record for the
forwarding of solicitation materials to the beneficial owners thereof. The
Company will reimburse such brokers, custodians, nominees and fiduciaries
for reasonable out-of-pocket expenses incurred by them in connection
therewith.
OWNERSHIP OF COMMON STOCK
The following table sets forth the number and percentage of shares of the
Company's Common Stock beneficially owned as of the record date by persons
who are known by the Company to be the beneficial owners of more than 5% of
the Company's outstanding Common Stock as of the record date, and the
directors of the Company and its chief executive officer, and all officers
and directors of the Company as a group. For purposes of this Proxy
Statement, beneficial ownership is defined in accordance with the rules of
the Securities and Exchange Commission (the "Commission") to mean generally
the power to vote or dispose of shares, regardless of any economic interest
therein. The persons listed have sole voting power and sole dispositive
power with respect to all shares set forth in the table unless otherwise
specified in the footnotes to the table.
Beneficial Holders Of More Than 5%
Name and Amount and
Address of Nature
Beneficial of Beneficial Percent of
Owners Ownership Class 1
Howard Amster 2
205 Express Street
Plainview, New York 11803 1,209,3112 23.76%
William Costaras
23811 Chagrin Boulevard
Chagrin Plaza East
Beachwood, Ohio 44122 336,184 6.60%
FMR, Corp.
82 Devonshire Street
Boston, Massachusetts 02109 565,723 11.11%
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Herzog, Heine, Geduld, Inc.
26 Broadway
New York, New York 10004 597,196 11.73%
Libra-Wilshire Partners, LP
11766 Wilshire Boulevard
Los Angles, California 90025 923,5861 8.14%
John C. Loring3
205 Express Street
Plainview, New York 11803 980,2633 19.26%
Officer and Director Holdings
Name and Amount and
Address of Nature
Beneficial of Beneficial Percent of
Owners Ownership Class 1
Howard Amster 2 1,209,3112 23.76%
John C. Loring 3 980,2633 19.26%
Michael McGuire 4 202,9754 3.99%
Mark Schindler 1,449 *
David S. Zlatin -- --
All Officers
and Directors
as a group
(6 persons) 2,393,998 47.03%
- -------------------------
* Less than 1%.
1 Based on 5,090,363 shares outstanding.
2 Includes 73,886 shares owned by his wife, the beneficial ownership of
which he disclaims.
3 Includes 77,170 shares owned by his wife's IRA,
the beneficial ownership of which he disclaims.
4 Includes 90,537 shares owned by his wife's IRA, the beneficial
ownership of which he disclaims.
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ELECTION OF DIRECTORS
(Proposal 1)
The Board of Directors consists of four directors divided into two classes
of two directors each equal in all respects except that Class I directors
are elected in Annual Meetings held in odd numbered calendar years for a
term of two years or until their successors are elected and shall have
qualified and Class II directors are elected in Annual Meetings held in
even numbered calendar years for a term of two years or until their
successors are elected and shall have qualified. Class I directors are to
be elected at this Annual Meeting and the Board of Directors has nominated
two persons for election as such directors - John C. Loring and Howard
Amster. It is the intention of the persons named in the enclosed proxy to
vote such proxy for the election of such nominees.
Management of the Company does not contemplate that any of such nominees
will become unavailable for any reason, but if that should occur before the
meeting or should there be additional board vacancies, proxies that do not
withhold authority to vote for directors will be voted for another nominee,
or other nominees, in accordance with the best judgment of the person or
persons appointed to vote the proxy.
The enclosed form of proxy provides a means to vote for all of the nominees
listed therein, to withhold authority to vote for one or more of such
nominees or to withhold authority to vote for all of such nominees. Each
properly executed proxy received in time for the meeting will be voted as
specified therein, or if a stockholder does not specify in the executed
proxy how the shares represented by the proxy are to be voted, such shares
shall be voted for the nominees listed therein or for other nominees as
provided above.
The following table sets forth for current officers and directors and
each nominee for election as director, (i) that person's name, (ii) if
applicable the Director Class nominated for, (iii) all positions with the
Company held by that person, (iv) that person's age, (v) that person's
principal occupation for the past five years and (vi) with respect to
nominees for election as directors, the date on which that person first
became a director of the Company. Unless otherwise indicated, each person
has held the position shown, or has been associated with the named employer
in an executive capacity, for more than five years. The terms of the
directors are for two years and the election and qualification of their
successors. The terms of officers expire at the pleasure of the Board of
Directors.
Name, Age, Cal.
Year First
Became a Director
or Officer & Director
Class if applicable Principal Occupation
Howard Amster
Director
47 -
1992 - Class I Private investor and registered
representative with Kemper Securities, Inc.,
Cleveland, Ohio. Director, Geauga Savings
Bank, a northern Ohio savings and loan;
Trustee, CleveTrust Realty Investors, a real
estate company.
John C. Loring
Director and
Chairman
50 - 1988
- - Class I Attorney and private investor, Chicago,
Illinois. Director, Fleet Aerospace, Inc.,
a manufacturer of components for the
aerospace market; Director, Guardian
Bankcorp., Inc., and Director, Geauga Savings
Bank, a northern Ohio savings and loan.
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Michael McGuire
CEO and
President
42 - 1991 Mr. McGuire joined the Company in 1969.
Prior to becoming CEO and President he was
the Company's General Manager and Director of
Operations.
Irene S. Marcic
CFO, Treasurer
and Secretary
27 - 1993 Prior to joining the Company in 1993, Ms.
Marcic, a Certified Public Accountant, was
employed with KPMG Peat Marwick as a Senior
Accountant.
Mark Schindler
Director and
Vice President
73 - 1960
- Class II Mr. Schindler is a self-employed consultant,
private investor, and a partner of Madison
Venture Capital Partners, New York, New York.
Mr. Schindler was formerly a director and
officer of Natural Child Care, Inc./Winners
All International, Ltd., Light
Savers U.S.A., Inc., and Servtex
International Inc./Hymedix, Inc. Mr.
Schindler is also a founder, officer and
director of Kushi Macrobiotics, Inc. and
Colorstone International, Inc. Mr. Schindler
founded Astrex, Inc.
David S. Zlatin
Director
43 - 1993
- Class II Chief Operating Officer of Ramat Securities,
Ltd., Rabbi and private investor.
The following table shows information concerning the compensation paid or
awarded by the Company and its subsidiaries during the fiscal year ended
March 31, 1995 for services for that year to its Chief Executive Officer
and four other most highly compensated executive officers whose
compensation exceeded $100,000, for their services rendered to the Company
in all capacities during fiscal years ending March 31, 1995, 1994 and 1993,
for each such year during any portion of which they were executive
officers of the Company. The Company is a "small business issuer" and
(i) has no retirement, pension, profit sharing, stock option, stock
appreciation rights or long term incentive plans, (ii) has not awarded any
bonuses during or for the years in question, except for a $30,000 bonus
awarded to Mr. McGuire for the fiscal year ended March 31, 1994 but paid in
the fiscal year ending March 31, 1995 and (iii) has no employment contracts
or termination of employment and change of control arrangements for any of
the Company's executive officers. Other then Mr. McGuire there were no
executive officers of the Company whose compensation was or exceeded
$100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and
Principal
Position Fiscal Year Salary Bonus
Michael McGuire 1995 $150,000 -
CEO & President 1994 $153,662 $30,000*
since November 1991 1993 $156,500 -
* $30,000 bonus was earned in the fiscal year ended March 31, 1994 but paid in
the fiscal year ending March 31, 1995.
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For the fiscal year ending March 31, 1996, Mr. McGuire will receive an
annual compensation salary of $150,000 and a bonus of not less than
$22,500.
The Board of Directors held three meetings during fiscal year ending March
31, 1995. Each of the directors of the Company attended each of those
meetings. There were no active standing committees of the Board of
Directors during that fiscal year. During that fiscal year the board of
directors meeting fees were $500 for attendance in person and $200 for
attendance by telephone. Pursuant to this arrangement each of the
directors received $1,200. Messr. Loring and Zlatin each received $500 for
their services as directors of AVest, Inc. (a wholly owned subsidiary of
the Company). In addition, Mr. Loring received $40,000 for services as
Chairman of the Board of Astrex, Inc. During the fiscal year ending March
31, 1996 (i) each director will receive $750 for each meeting, (ii) Mr.
Loring received 200,000 shares of unregistered and restricted Common Stock
for services as Chairman of the Board and $25,000, and (iii) Mr. Amster
received 200,000 shares of unregistered and restricted Common Stock. The
stock compensation received by Messr. Loring and Amster is subject to a
call option in favor of and exercisable by the Company at one cent a share
in the event they cease to be directors of the Company prior to January 1,
1997 other than because of their respective deaths or disabilities or the
dissolution of the Company. The charge to earnings as a consequence of
Messr. Amster and Loring's stock compensation was $12,000.
The Company is not aware of any person that failed to file on a timely
basis any reports relating to the Company required by Section 16(a) of the
Securities Exchange Act of 1934 during the fiscal year that ended March 31,
1995.
RELATED TRANSACTIONS
None
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP as the Company's
independent public accountants for the current year. Representatives of
KPMG Peat Marwick LLP are expected to be present at the meeting, with the
opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions. The Board of Directors of
the Company selects and ratifies the appointments of the independent public
accountants for the Company.
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of holders of Common Stock intended to be presented at the
Annual Meeting of Stockholders of the Company to be held in calendar year
1996 must be received by the Company, addressed to the Secretary of the
Company at 205 Express Street, Plainview, New York 11803, no later than
July 31, 1996, to be considered for inclusion in the Proxy Statement and
form of proxy relating to that meeting.
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PROXY
ASTREX, INC.
205 Express Street Plainview, New York 11803
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints John C. Loring and Howard Amster and each
of them, proxies, with full power of substitution, to vote the shares of
Common Stock of Astrex, Inc. (the "Company") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held on
October 19, 1995 and any adjournments or postponement thereof, on the
matters set forth in the Notice of Meeting and Proxy Statement dated
September 19, 1995, as follows on the reverse side of this proxy card:
(To Be Signed On Reverse Side)
[ ] Please mark your
votes as in this
example.
1. ELECTION
OF
DIRECTORS
FOR WITHHOLD Class I (for the term ending 1997)
both authority to vote for Nominees: John C. Loring
nominees both nominees Howard Amster
listed a listed at
right right
[ ] [ ]
To withhold authority to vote for any individual
nominee, print that nominee's name in the space
provided below; the Proxies shall vote for the election
of any nominee not listed below.
____________________________________
In their discretion, the Proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
SIGNATURE ______________________ DATE _________________________
SIGNATURE ______________________ DATE _________________________
Signature if held jointly
Note: Please sign exactly as your name appears above. When shares are held
by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please give in full corporate name by President or other
authorized officer. If a partnership, please sign in full partnership name
by authorized person.
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ASTREX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Astrex,
Inc. (the "Company") will be held on Thursday, October 19, 1995 at 11:00
a.m. EST at the offices of the Company, 205 Express Street , Plainview, New
York 11803 for the following purposes:
(1) to elect two directors for a term of two years;
(2) to consider and act upon any other matter which may properly come
before the meeting or any adjournment thereof.
The holders of record of Common Stock at 5:00 p.m. EST September 12, 1995
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. A list of the holders of record of
the Common Stock as of 5:00 p.m. September 12, 1995 will be open to the
examination of any such stockholder for any purpose germane to the Annual
Meeting after September 19, 1995 at the Company's offices at 205 Express
Street, Plainview, New York, during normal business hours.
By Order of the Board of Directors
/s/ Irene S. Marcic
Irene S. Marcic
Secretary
Dated: September 19, 1995
IMPORTANT
You are cordially invited to attend the Annual Meeting in person. Even if
you plan to be present, please mark, sign, date, and return the enclosed
proxy at your earliest convenience in the envelope provided, which requires
no postage if mailed in the United States. If you attend the meeting, you
may vote either in person or by your proxy.
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September 19, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Astrex, Inc. on Thursday, October 19, 1995 at 11:00 a.m. at the offices of
the Company, 205 Express Street, Plainview, New York.
The Board of Directors appreciates and encourages stockholder
participation in the Company's affairs. Whether or not you plan to attend
the Annual Meeting, it is important that your shares be represented and
voted. Please mark, sign, date and return your proxy at your earliest
convenience in the envelope provided, which requires no postage if mailed
in the United States. If you have multiple stockholder accounts and
receive more than one set of these materials, please be sure to vote each
proxy and return it in the postage-paid envelope provided.
Thank you for your continued interest and cooperation.
Very truly yours,
/s/ John C. Loring /s/ Michael McGuire
John C. Loring Michael McGuire
Chairman of the President and
Board of Directors Chief Executive Officer
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