<PAGE>
ASTREX, INC.
205 Express Street
Plainview, NY 11803
August 26,1996
The Securities and Exchange Commission
450 5th Street NW
Washington, DC 20549
Dear Securities and Exchange Commission,
Astrex, Inc. is electronically filing the Preliminary Proxy Statement,
along with the letter to shareholders, the notice of annual meeting and form of
Proxy card.
Astrex, Inc. is a Small Business Issuer.
If you have any comments please contact our SEC attorney Mr. Michael Harvey
or Mr. Daren Domina at:
Kaufman, Goldstein, Gartner & Taub, P.C.
342 Madison Avenue
Suite 1660, 16th Floor
New York, NY 10173-0016
Telephone Number: (212) 490-6080
Fax Number: (212) 972-0239
If you need to contact me please call me at (516) 433-1700 ext. 204.
Sincerely,
Irene S. Marcic
Irene S. Marcic
Chief Financial
Officer
<PAGE>
ASTREX, INC.
205 Express Street
Plainview, NY 11803
September 13, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Astrex, Inc. on Monday, October 14, 1996 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,
JOHN C. LORING MICHAEL MCGUIRE
Chairman of the President and
Board of Directors Chief Executive Officer
<PAGE>
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 Monday, October 14, 1996 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 amend the by-laws to increase the number of directors and to create
a third class of directors,
(2) to elect directors, and
(3) 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 11, 1996
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 11, 1996 will be open to the examination
of any such stockholder for any purpose germane to the Annual Meeting after
September 13, 1996 at the Company's offices at 205 Express Street, Plainview,
New York, during normal business hours.
By Order of the Board of Directors
IRENE S. MARCIC
Secretary
Dated: September 13, 1996
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.
<PAGE>
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, 1996
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) oR
ss.240.14a-12
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: ------------------.
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Fee paid 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 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 14, 1996
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 Monday, October 14, 1996 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 11, 1996 (the "record date") there were
outstanding and entitled to vote 5,375,363 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, 1996 ("Form 10-KSB") which has been adopted by the Company as its
Annual Report for the fiscal year ended March 31, 1996 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, 1996 ["Form 10-QSB"]) with the proxy
materials, which are being mailed on or about September 13, 1996 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 in favor of the Proposals below and
to elect the persons 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.
1
<PAGE>
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.
<TABLE>
<CAPTION>
BENEFICIAL HOLDERS OF MORE THAN 5%
NAME AND ADDRESS OF BENEFICIAL OWNERS AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP PERCENT OF CLASS 1
Howard Amster2 1,209,311 22.50%
205 Express Street
Plainview, New York 11803
<S> <C> <C>
William Costaras 336,184 6.25%
23811 Chagrin Blvd. Suite 200
Chagrin Plaza East
Beachwood, Ohio 44122
FMR, Corp. 565,723 10.52%
82 Devonshire Street
Boston, Massachusetts 02109
2
<PAGE>
Herzog, Heine, Geduld, Inc. 590,723 10.99%
26 Broadway
New York, New York 10004
Libra-Wilshire Partners, LP 923,586 17.18%
11766 Wilshire Boulevard
Los Angles, California 90025
John C. Loring 3 980,263 18.24%
205 Express Street
Plainview, New York 11803
</TABLE>
<TABLE>
<CAPTION>
OFFICER AND DIRECTOR HOLDINGS
NAME AND ADDRESS OF BENEFICIAL OWNERS AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP PERCENT OF CLASS 1
<S> <C> <C>
Howard Amster 2 1,209,311 22.50%
John C. Loring 3 980,263 18.24%
Michael McGuire 4 217,975 4.06%
Mark Schindler 1,449 *
David S. Zlatin -- --
All Other Officers 87,058 1.62%
All Officers and Directors as a group
(8 persons) 2,496,056 46.44%
</TABLE>
* Less than 1%.
1 Based on 5,375,363 shares outstanding.
2 Includes 73,886 shares owned by his spouse, the beneficial ownership of
which he disclaims.
3 Includes 77,170 shares owned by his spouse's IRA, the beneficial ownership
of which he disclaims
4 Includes 90,537 shares owned by his spouse's IRA, the beneficial ownership of
which he disclaims.
PROPOSAL TO AMEND THE BY-LAWS
WITH RESPECT TO THE BOARD OF DIRECTORS
(PROPOSAL 1)
In accord with the Company's present by-laws, the Board of Directors
presently consists of four members, each of whom serves a term of two years (or
until a successor is elected and shall have qualified to so serve), divided into
two equal classes with one class being elected at each annual meeting. The
Company wishes to expand the Board of Directors to five members and to create a
third class of directors. If the proposed by-law amendment is enacted the Board
of Directors will consist of five, rather than four, members, each of whom will
serve a term of three, rather than two, years (or until a successor is elected
and shall have qualified to so serve), divided into three, rather than two,
equal classes (or in the event the classes cannot be mathematically equal, with
the odd number being Class I)
3
with, except for this current annual meeting, one class being elected at each
annual meeting. For the current annual meeting the proposed by-law amendment
further provides that all directors of all classes be elected to staggered
terms, Class I to a term of one year, Class II to a term of two years, and Class
III to a term of three years. Adoption of this amendment may make it more
difficult after this annual meeting for a person or group to effect a contested
takeover of the Company because there will be three classes of directors rather
than two, with each class serving a term of three years rather than two years.
If the by-laws are not amended as proposed then the Board of Directors will
continue to consist of four directors, each of whom serves a term of two years
with only the present two Class II directors being elected at this annual
meeting and the present Class I directors continuing to serve until next year's
annual meeting. It is the intention of the persons name in the enclosed proxy to
vote such proxy in favor of adopting this Proposal 1.
As amended Sections 2 and 3 of Article II of the Company's By-Laws would
read in its entirety as follows:
"Section 2. NUMBER. The number of directors shall be five (5) provided that
in the event a then serving director resigns, is removed, is not renominated for
election or is otherwise unable to serve, the Board of Directors shall not be
obligated to elect or nominate for election a replacement."
"Section 3. TERM OF OFFICE AND QUALIFICATIONS. Directors need not be
stockholders. Directors shall be divided into three (3) classes, Class I, Class
II, Class III. The directors shall be evenly distributed between the three
classes, but to the extent that is not possible then Class I shall consist of
the odd number of directors. All three classes of directors shall be initially
elected at the Annual Meeting held in calendar year 1996 for the following terms
and until their successors are elected and shall have qualified to so serve:
Class I for a term of one year, Class II for a term of two years, and Class III
for a term of three years. Thereafter, the term of each director shall be three
years and until a successor is elected and shall have qualified to so serve. The
Board of Directors may remove a Director for cause."
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE PROPOSED
AMENDMENT TO SECTIONS 2 AND 3 OF ARTICLE 2 OF THE BY-LAWS.
ELECTION OF DIRECTORS
(PROPOSAL 2)
If the immediately above Proposal 1 is adopted, the Board of Directors will
consist of five directors divided into three classes, all of whom are to be
elected at this Annual Meeting as follows: Class I for a term of one year
(Michael McGuire being the nominee), Class II for a term of two years (Mark
Schindler and David S. Zlatin being the nominees), and Class III for a term of
three years (Howard Amster and John C. Loring being the nominees) or until, in
each case, a successor is elected and shall have qualified to so serve. If
Proposal 1 is not adopted the Board of Directors will continue to consist of
four directors divided into two classes (Howard Amster and John C. Loring being
the present Class I directors and Mark Schindler and David S. Zlatin being the
present Class II directors) with Class II to be elected for a term of two years
or until a successor is elected and shall have qualified to so serve, at this
annual meeting. The directors are equal in all respects except for when they are
elected.
The Board of Directors has nominated Mark Schindler and David S. Zlatin as
the Class II directors regardless of whether Proposal 1 is or is not adopted. In
the event that Proposal 1 is adopted the Board of Directors has further
nominated Michael McGuire as the Class I director and Howard
4
<PAGE>
Amster and John C. Loring as the Class III directors. 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 present terms of the directors are for two years, if the proposed
by-law amendment is adopted (Proposal 1) the initial terms of Classes I, II, &
III will be for one, two and three years respectively and thereafter three years
for each class, and, in all cases, until their respective successors are elected
and qualified. 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 Private investor and registered representative
Director with Everen Securities, Inc.,
48 - since 1992 Cleveland, Ohio. Director, Geauga Savings
Presently Class I, Bank, a northern Ohio savings and
Proposed Class III loan; Trustee, CleveTrust Realty
Investors, a real estate company.
John C. Loring Attorney and private investor, Chicago, Illinois.
Director and Chairman Director, Fleet Aerospace, Inc., a manufacturer
51 - since 1988 of components for the aerospace market; Director,
Presently Class I, Guardian Bankcorp., Inc., and Director,
Proposed Class III Geauga Savings Bank, a northern Ohio savings and
loan.
Michael McGuire Mr. McGuire joined the Company in 1969.
CEO and President Prior to becoming CEO and President he was the
42 - since 1991 Company's General Manager and Director of
Nominated to be the proposed Operations.
new Class I Director
5
<PAGE>
Irene S. Marcic Prior to joining the Company in 1993,
CFO, Vice President, Ms. Marcic, a Certified Public Accountant, was
Treasurer and Secretary employed with KPMG Peat Marwick LLP as a Senior
28 - since 1993 Accountant.
Mark Schindler Mr. Schindler is a self-employed consultant,
Director private investor, and a partner of Madison
74 - since 1960 Venture Capital Partners, New York, New York.
Class II 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. Mr. Schindler founded
Astrex, Inc.
David S. Zlatin Chief Operating Officer of Ramat Securities,
Director Ltd., Rabbi and private investor.
44 - since 1993
Class II
Nancy Shields Ms. Shields joined the Company in 1990.
Vice President Prior to becoming Vice President she was the
39 - since 1995 Corporate Product Manager and
has worked in the electronics distribution
industry since 1977.
Kenneth Chaplar Mr. Chaplar joined the Company in 1994 as the
Vice President Director of New Business Development. Prior to
58 - since 1995 1994 Mr. Chaplar was part owner of a
manufacturers representative firm and has
worked in the electronics industry since 1960.
Mssrs. Amster, Loring and McGuire are members of the Board Executive
Committee. The Executive Committee normally meets twice a month. In addition
John C. Loring is Chairman and Secretary of the Company's wholly owned
subsidiary Avest, Inc., and David Zlatin is President and Treasurer of Avest,
Inc. They are also AVest's two directors. The officers and directors of the
Company's wholly owned subsidiary T.F. Cushing, Inc. are the same as for the
Company.
The following table shows information concerning the compensation paid or
awarded by the Company and its subsidiaries for services to its Chief Executive
Officer during fiscal years ending March 31, 1996, 1995 and 1994. Other than Mr.
McGuire there were no executive officers of the Company whose compensation was
or exceeded $100,000. The Company (i) has no retirement, pension, profit
sharing, stock option, stock appreciation rights or long term incentive plans
for the years in question, (ii) has not awarded any bonuses during or for the
years in question, except as set forth in the table below, and to one other
executive officer, and (iii) has no employment contracts or termination of
employment and change of control arrangements for any of the Company's executive
officers.
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<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION
-------------------
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($)
- --------------------------- ----------- ---------- ---------
<S> <C> <C> <C>
Michael McGuire 1996 $150,000 $51,500
CEO & President 1995 $150,000 $ -
1994 $153,662 $30,000
</TABLE>
For the fiscal year ending March 31, 1997, Mr. McGuire will receive an
annual salary of $155,000, a bonus of not less than $30,000 and a car allowance
of $6,000.
In the first quarter of fiscal year 1997, the Company awarded 135,000
unregistered lettered shares of the Company's common stock to 19 employees
(including Mr. McGuire), none of whom received more than 15,000 shares. To the
extent an employee ceases to be employed by the Company prior to March 31, 2000
(other than on account of death) the shares awarded to said employee are forfeit
to the Company.
The Board of Directors held three meetings during fiscal year ending March
31, 1996. 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
$750 for attendance in person and by telephone. Pursuant to this arrangement
each of the directors received $2,250. In addition, during the fiscal year
ending March 31, 1996 (i) Mr. Loring for services as Chairman of the Board
received 200,000 shares of unregistered and restricted Common Stock and $25,000,
and (ii) Mr. Amster received 200,000 shares of unregistered and restricted
Common Stock. The stock compensation received by Messr. Loring and Amster was
subject to the right of the Company to repurchase said shares for one cent per
share if the director who received said shares ceases to be a director of the
Company prior to January 1, 1997 other than because of his death or disability
or the dissolution of the Company. In fiscal 1996, the charge to earnings as a
consequence of Messr. Amster and Loring's stock compensation was $12,000. For
the fiscal year ended March 31, 1995, Mr. Loring received $40,000 for services
as Chairman of the Board. For the fiscal year to end March 31, 1997 Mssrs.
Amster and Loring will each receive $27,000 for their services as members of the
Board's Executive Committee and Mr. Loring will receive $25,000 for his services
as Chairman of the Board.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Irene S. Marcic, David S. Zlatin, Nancy Shields and Kenneth Chaplar, who
owned no common stock at the time of their respective elections to office, have
each belatedly filed one SEC Form 3. The Company is not aware of any other
persons who failed to file on a timely basis any reports relating to the Company
required by Section 16(a) of the Securities Exchange Act during the fiscal year
that ended March 31, 1996.
7
<PAGE>
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 1997
must be received by the Company, addressed to the Secretary of the Company at
205 Express Street, Plainview, New York 11803, no later than June 30, 1997, to
be considered for inclusion in the Proxy Statement and form of proxy relating to
that meeting.
8
<PAGE>
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 Monday, October 14, 1996 and any adjournments
or postponement thereof, on the matters set forth in the
Notice of Meeting and Proxy Statement dated September 13,
1996, as follows on the reverse side of this proxy card:
(TO BE SIGNED ON REVERSE SIDE)
9
<PAGE>
Please mark your
votes as in this
example.
1. Proposal to amend the Company's By-Laws to provide for
the adoption of Proposal 1:
_ For _ Against _ Abstain
2. Election of Directors
Class II (for the term ending 1998)
Nominees: Mark Schindler
David S. Zlatin
If Proposal 1 is adopted: Class I (for the term ending 1997)
Nominee: Michael McGuire
If Proposal 1 is adopted: Class III (for the term ending 1999)
Nominee: Howard Amster
John C. Loring
[ ] For all nominees listed above [ ] Withhold authority to vote for all
nominees listed above
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 AND FOR EACH OF THE NOMINATED DIRECTORS.
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.
10
