ASTREX INC, DEF 14A, 1999-01-27

ASTREX INC
DEF 14A, 1999-01-27
ELECTRONIC PARTS & EQUIPMENT, NEC

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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, 1997

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 Sec. 240.14a-11(c) or Sec.
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| 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:(1)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

(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 DECEMBER 15, 1997

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, December 15, 1997 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 November 14, 1997 (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, 1997 ("Form 10-KSB") which has been adopted by the Company as
its Annual Report for the fiscal year ended March 31, 1997 has been or is being
furnished (together with a copy of the Company's Form 10-QSB Quarterly Report
for the second quarter ended September 30, 1997 ["Form 10-QSB"]) with the proxy
materials, which are being mailed on or about November 18, 1997 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 person named below as director 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.

Beneficial Holders Of More Than 5%

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
- --------------------------------------------------------------------------------

Officer and Director Holdings

- --------------------------------------------------------------------------------
Amount and Nature
of Beneficial Percent of
Name and Address of Beneficial Owners Ownership Class(1)
- --------------------------------------------------------------------------------
Howard Amster(2) 1,209,311 22.50%
- --------------------------------------------------------------------------------
John C. Loring(3) 980,263 18.24%
- --------------------------------------------------------------------------------
Michael McGuire(4) 242,975 4.52%
- --------------------------------------------------------------------------------
Mark Schindler 1,449 *
- --------------------------------------------------------------------------------
David S. Zlatin 10,262 *
- --------------------------------------------------------------------------------
All Other Officers 95,058 1.77%
- --------------------------------------------------------------------------------
All Officers and Directors as a group 2,539,318 47.24%
(8 persons)
- --------------------------------------------------------------------------------
* 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.

ELECTION OF A DIRECTOR
(Proposal 1)

Pursuant to the Company's by-laws as amended at the previous annual
meeting, Class I director, a class consisting of a single director (presently
Michael McGuire), is to be elected to a term of three years at this annual
meeting.

The Board of Directors has nominated Michael McGuire to continue as the
Company's Class I director and it is the intention of the persons named in the
enclosed proxy to vote such proxy for the election of such nominee.

3
<PAGE>

Management of the Company does not contemplate that the nominee 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 the nominee listed
therein or to withhold authority to vote for such nominee. 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 nominee listed therein or for other nominees as provided above.

The following table sets forth for current officers and directors and the
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 or officer 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 for Classes I, II, & III are for one,
two and three years respectively and for all directors elected at this annual
meeting and hereafter regardless of class, three years, 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., Cleveland, Ohio.
49 - since 1992 Director, Geauga Savings Bank, a northern Ohio
Class III savings and loan; Trustee, CleveTrust Realty
Investors, a real estate company and formerly
a Director of American Savings of Florida, a
former south Florida savings and loan.

John C. Loring Attorney and private investor, Chicago,
Director and Chairman Illinois. Director, Geauga Savings Bank, a
53 - since 1988 northern Ohio savings and loan and formerly
Class III Director of GalVest, Inc., a former Houston
oil and gas company, American Saving of
Florida, a former south Florida savings and
loan, Guardian Bankcorp., a former Los Angeles
Bank, Fleet Aerospace, Inc. a Toronto
manufacturer of components for the aerospace
market, and Weatherford International, a
Houston well servicing company.

Michael McGuire Mr. McGuire joined the Company in 1969. Prior
CEO and President to becoming CEO and President he was the
43 - since 1991 Company's General Manager and Director of
Class I Director and Operations.
nominated to continue
as such

4
<PAGE>

Irene S. Lyons Prior to joining the Company in 1993, Ms.
CFO, Vice President, Lyons, a Certified Public Accountant, was
Treasurer and Secretary employed with KPMG Peat Marwick as a Senior
29 - since 1993 Accountant.

Mark Schindler Mr. Schindler is a self-employed consultant,
Director private investor, and a partner of Madison
76 - 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.
45 - since 1993
Class II

Nancy Shields Ms. Shields joined the Company in 1990. Prior
Vice President to becoming Vice President she was the
40 - 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
59 - since 1995 1994 Mr. Chaplar was part owner of a
manufacturers representative firm and has
worked in the electronics industry since 1960.

Messrs. Amster, Loring and McGuire are members of the Board Executive
Committee. 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 Company is not aware of any 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, 1997 or
thereafter.

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, 1997, 1996 and 1995. 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.

5
<PAGE>

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 who received 15,000 shares), 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 forfeited to the Company. It is not expected that
any dividends will be paid on these shares for the foreseeable future.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Name and Annual Compensation Awards
- -------- ------------------- ------
Principal Position Fiscal Year Salary ($) Bonus ($) Restricted Stock Awards ($)
- ------------------ ----------- ---------- --------- ---------------------------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Michael McGuire 1997 $161,000 $57,360 $4,650
- ----------------------------------------------------------------------------------------------
CEO & President 1996 $150,000 $51,500 --
- ----------------------------------------------------------------------------------------------
Since November 1991 1995 $150,000 -- --
- ----------------------------------------------------------------------------------------------
</TABLE>

For the fiscal year ending March 31, 1998, Mr. McGuire will receive an
annual salary of $161,000, and a bonus of not less than $30,000.

The Board of Directors held four meetings during fiscal year ending March
31, 1997. Each of the directors of the Company attended each of those meetings.
Other than the Executive Committee 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. Pursuant to this arrangement each of
the directors, other than Mr. McGuire, received $3,000. In addition, during the
fiscal year ending March 31, 1997 (i) Mr. Loring for services as Chairman of the
Board and a member of the Executive Committee received $25,000 and $27,000
respectively, (ii) Mr. Amster for service as a member of the Executive Committee
received $27,000. For 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. For the
fiscal year to end March 31, 1998 Messrs. Amster and Loring will each receive
$29,500 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.

RELATED TRANSACTIONS

None

6
<PAGE>

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 1998
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, 1998, to
be considered for inclusion in the Proxy Statement and form of proxy relating to
that meeting.

7
<PAGE>

PROXY

ASTREX, INC.

205 Express Street Plainview, New York 11803
This Proxyis 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, December 15, 1997
and any adjournments or postponement thereof, on the matters set forth in the
Notice of Meeting and Proxy Statement dated November 18, 1997, as follows on the
reverse side of this proxy card:

(To Be Signed On Reverse Side)

8
<PAGE>

Please mark your
votes as in this
example.

1. Election of Directors

Class I (for the term ending 2001)
Nominee: Michael McGuire

|_| For the nominee listed above

|_| Withhold authority to vote for the nominee 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.