SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A-2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
Commission file number 1-4530
ASTREX, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 13-1930803
(State of incorporation) (IRS Employer Identification No.)
205 Express Street, Plainview, New York 11803
(Address of principal executive offices) (Zip Code)
516 - 433-1700
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
SECURITIES REGISTERED PURSUANT TO 12 (g) OF THE ACT:
Common Stock, $.01 Par Value
(Title of class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to each filing requirements for the past 90
days. Yes |X| No |_|.
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|
State issuer's revenues for its most recent fiscal year. $14,263,651.
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified date
within the past 60 days. $646,694 as of June 15, 1998 (See Item 5).
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 4,459,277 shares of Common Stock as
of June 16, 1998.
<PAGE>
(a)(3) Exhibits
The exhibits listed on the accompanying Exhibit Index are filed as part of
this report.
<TABLE>
<CAPTION>
Previously Filed and Incorporated
Exhibit Description by reference or Filed Herewith
- ------- ----------- ------------------------------
<S> <C> <C>
3 (a) Certificate of Incorporation of Astrex, Inc., Filed as Exhibit 3(a) to the Form 10-QSB
as amended (a Delaware corporation) of the Company for the quarter ended
September 30, 1997
3 (b) By-Laws of Astrex, Inc., as amended Filed as Exhibit 3(b) to the Form 10-QSB
of the Company for the quarter ended
September 30, 1996
10(a) Credit and Security Agreement (Revolver) Filed as Exhibit 10(a) to the Form 10-QSB
between Astrex, Inc. and Fleet National of the Company for the quarter ended
Bank dated July 9, 1997 September 30, 1997
10(b) Appendix A to Credit and Security Agreement Filed as Exhibit 10(b) to the Form 10-QSB
(Revolver) between Astrex, Inc. and Fleet of the Company for the quarter ended
National Bank dated July 9, 1997 September 30, 1997
10(c) Pledge Agreement between Astrex, Inc. and Filed as Exhibit 10(c) to the Form 10-QSB
Fleet National Bank dated July 9, 1997 of the Company for the quarter ended
September 30, 1997
10(d) Revolving Credit Promissory Note between Filed as Exhibit 10(d) to the Form 10-QSB
Astrex, Inc. and Fleet National Bank dated of the Company for the quarter ended
July 9, 1997 September 30, 1997
10(e) Guaranty Agreement between AVest, Inc. and Filed as Exhibit 10(e) to the Form 10-QSB
Fleet National Bank dated July 9, 1997 of the Company for the quarter ended
September 30, 1997
10(f) Guaranty Agreement between T.F. Cushing, Inc. Filed as Exhibit 10(f) to the Form 10-QSB
and Fleet National Bank dated July 9, 1997 of the Company for the quarter ended
September 30, 1997
21 Subsidiaries of the registrant Filed Herewith
27 Financial Data Schedule Filed as Exhibit 27 to Form 10-KSBA-1 of the
Company for the year ended March 31, 1998
</TABLE>
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ASTREX, INC.
(Registrant)
by /s/ Michael McGuire
---------------------------
Michael McGuire, Director,
President and Chief Executive Officer
(principal executive officer)
Dated: April 6, 1999
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
/s/ John C. Loring /s/ Michael McGuire
- ------------------------------------- --------------------------------------
John C. Loring, Chairman of the Board Michael McGuire, Director,
and Director President and Chief Executive Officer
(principal executive officer)
Dated: April 6, 1999 Dated: April 6, 1999
/s/ Howard Amster /s/ Lori A. Sarnataro
- ------------------------------------- --------------------------------------
Howard Amster, Director Lori A. Sarnataro, CFO
(principal financial and accounting
officer)
Dated: April 6, 1999 Dated: April 6, 1999
/s/ David S. Zlatin s/ Mark Schindler
- ------------------------------------- --------------------------------------
David S. Zlatin, Director Mark Schindler, Director
Dated: April 6, 1999 Dated: April 6, 1999
Subsidiaries of the registrant
Name State of incorporation
- ---- ----------------------
T.F. Cushing, Inc. Massachusetts
Name under which doing business - T.F. Cushing, Inc.