<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 ENDED MARCH 31, 2000
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 Section 240.14a-11(c) or Section
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: __________________
(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>
August 14, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Astrex, Inc. for the fiscal year ended March 31, 2000 on Tuesday, September
12, 2000 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
<PAGE>
ASTREX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of
Astrex, Inc. (the "Company") for the fiscal year ended March 31, 2000 will be
held on Tuesday, September 12, 2000 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 one director, and
(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 and Preferred Stock, Series B, at
5:00 p.m. EST August 8, 2000 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 and Preferred Stock, Series B as of 5:00 p.m.
August 8, 2000 will be open to the examination of any such stockholder for any
purpose germane to the Annual Meeting after August 14, 2000 at the Company's
offices at 205 Express Street, Plainview, New York, during normal business
hours.
By Order of the Board of Directors
/s/LORI A. SARNATARO
LORI A. SARNATARO
Secretary
Dated: August 14, 2000
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>
ASTREX, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 12, 2000
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 for the fiscal year ended March 31, 2000 to be held
on Tuesday, September 12, 2000 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 August 8, 2000 (the "record date") there were
outstanding and entitled to vote 5,691,777 shares of the Company's $0.01 par
value common stock (the "Common Stock") and 1,897,381 shares of the Company's
$0.01 Preferred Stock, Series B (the "Preferred Stock"). The holders of
record of Common Stock on the record date will be entitled to one vote per
share. The holders of record of Preferred Stock on the record date will be
entitled to twelve votes per share.
A copy of the Company's Form 10-KSB Annual Report for the fiscal
year ended March 31, 2000 ("Form 10-KSB") which has been adopted by the
Company as its Annual Report for the fiscal year ended March 31, 2000 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, 2000) with the proxy
materials, which are being mailed on or about August 14, 2000 to the holders
of record of Common Stock and Preferred Stock on the record date.
VOTING AND PROXY PROCEDURES
Properly executed proxies received in time for the meeting will be
voted. The proxy consists of two separate cards one for Common Stock and one
for Preferred Stock. Please complete both cards. 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.
2
<PAGE>
The holders of a majority of the total votes belonging to the Common
Stock and Preferred 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. A quorum will be represented
by approximately 14,230,176 votes. The affirmative vote of a plurality of the
total votes belonging to the Common Stock and Preferred 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 votes belonging to the Common and Preferred 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.
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 VOTING SECURITIES
The following table sets forth the number and percentage of shares
of the Company's Common Stock and Preferred 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 and
Preferred 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.
3
<PAGE>
BENEFICIAL HOLDERS OF MORE THAN 5% OF COMMON STOCK AND PREFERRED STOCK, SERIES B
<TABLE>
<CAPTION>
------------------ --------------------------------------------------- ------------------------ ---------------
AMOUNT AND NATURE OF PERCENTAGE
TITLE AND CLASS NAME AND ADDRESS OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
------------------ --------------------------------------------------- ------------------------ ---------------
<S> <C> <C> <C>
Common Stock Howard Amster(1) 885,425(1) 15.55%(2)
205 Express Street
Plainview, New York 11803
------------------ --------------------------------------------------- ------------------------ ---------------
Preferred Stock, Howard Amster(3) 295,142(3) 15.55%(4)
Series B(11) 205 Express Street
Plainview, New York 11803
------------------ --------------------------------------------------- ------------------------ ---------------
Common Stock FMR, Corp.(5) 570,723(5) 10.03%(2)
82 Devonshire Street
Boston, Massachusetts 02109
------------------ --------------------------------------------------- ------------------------ ---------------
Preferred Stock, FMR, Corp.(6) 190,241(6) 10.03%(4)
Series B(11) 82 Devonshire Street
Boston, Massachusetts 02109
------------------ --------------------------------------------------- ------------------------ ---------------
Common Stock Herzog, Heine, Geduld, Inc. 646,426 11.36%(2)
26 Broadway
New York, New York 10004
------------------ --------------------------------------------------- ------------------------ ---------------
Preferred Stock, Herzog, Heine, Geduld, Inc. 215,475 11.36%(4)
Series B(11) 26 Broadway
New York, New York 10004
------------------ --------------------------------------------------- ------------------------ ---------------
Common Stock John C. Loring(7) 1,808,780(7) 31.78%(2)
205 Express Street
Plainview, New York 11803
------------------ --------------------------------------------------- ------------------------ ---------------
Preferred Stock, John C. Loring(8) 602,927(8) 31.78%(4)
Series B(11) 205 Express Street
Plainview, New York 11803
------------------ --------------------------------------------------- ------------------------ ---------------
Common Stock Michael McGuire(9) 302,975(9) 5.32%(2)
205 Express Street
Plainview, New York 11803
------------------ --------------------------------------------------- ------------------------ ---------------
Preferred Stock, Michael McGuire(10) 100,992(10) 5.32%(4)
Series B(11) 205 Express Street
Plainview, New York 11803
------------------ --------------------------------------------------- ------------------------ ---------------
</TABLE>
" Footnotes follow the next table "
4
<PAGE>
OFFICER AND DIRECTOR HOLDINGS OF COMMON STOCK AND PREFERRED STOCK, SERIES B
<TABLE>
<CAPTION>
---------------- ------------------------------------------------------ ------------------------- ------------------
AMOUNT AND NATURE OF PERCENTAGE
TITLE AND CLASS NAME AND ADDRESS OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
---------------- ------------------------------------------------------ ------------------------- ------------------
<S> <C> <C> <C>
Common stock Howard Amster(1) 885,425(1) 15.55%(2)
---------------- ------------------------------------------------------ ------------------------- ------------------
Preferred Howard Amster(3) 295,142(3) 15.55%(4)
Stock, Series
B(11)
---------------- ------------------------------------------------------ ------------------------- ------------------
Common stock John C. Loring(7) 1,808,780(7) 31.78%(2)
---------------- ------------------------------------------------------ ------------------------- ------------------
Preferred John C. Loring(8) 602,927(8) 31.78%(4)
Stock, Series
B(11)
---------------- ------------------------------------------------------ ------------------------- ------------------
Common stock Michael McGuire(9) 302,975(9) 5.32%(2)
---------------- ------------------------------------------------------ ------------------------- ------------------
Preferred Michael McGuire(10) 100,992(10) 5.32%(4)
Stock, Series
B(11)
---------------- ------------------------------------------------------ ------------------------- ------------------
Common stock Mark Schindler 1,449 *(2)
---------------- ------------------------------------------------------ ------------------------- ------------------
Preferred Mark Schindler 483 *(4)
Stock, Series
B(11)
---------------- ------------------------------------------------------ ------------------------- ------------------
Common stock David S. Zlatin 0 *(2)
---------------- ------------------------------------------------------ ------------------------- ------------------
Preferred David S. Zlatin 0 *(4)
Stock, Series
B(11)
---------------- ------------------------------------------------------ ------------------------- ------------------
Common stock Wayne Miller 54,000 *(2)
---------------- ------------------------------------------------------ ------------------------- ------------------
Preferred Wayne Miller 18,001 *(4)
Stock, Series
B(11)
---------------- ------------------------------------------------------ ------------------------- ------------------
Common stock All Other Officers 35,000 *(2)
---------------- ------------------------------------------------------ ------------------------- ------------------
Preferred All Other Officers 11,667 *(4)
Stock, Series
B(11)
---------------- ------------------------------------------------------ ------------------------- ------------------
Common stock All Officers and Directors as a group (9 persons) 3,087,629(1,5,7&9) 54.25%(2)
(1,5,7&9)
---------------- ------------------------------------------------------ ------------------------- ------------------
Preferred
Stock, Series All Officers and Directors as a group (9 persons) 1,029,212(3,6,8&10) 54.24%(4)
B(11) (3,6,8&10)
---------------- ------------------------------------------------------ ------------------------- ------------------
</TABLE>
* Less than 1%.
(1) Does not include 281,025 Common shares owned by The Madav IX Foundation.
Howard Amster is a director of The Madav IX Foundation but disclaims any
beneficial ownership of its shares.
(2) Based on 5,691,777 Common shares outstanding.
(3) Does not include 93,675 Preferred, Series B shares owned by The Madav IX
Foundation. Howard Amster is a director of The Madav IX Foundation but
disclaims any beneficial ownership of its shares.
(4) Based on 1,897,381 Preferred, Series B shares outstanding.
(5) 565,723 Common shares are beneficially owned by Fidelity Equity Income
Fund, its wholly owned subsidiary.
(6) 188,574 Preferred , Series B shares are beneficially owned by Fidelity
Equity Income Fund, its wholly owned subsidiary
(7) Includes 271,970 Common shares owned by his spouse's IRA, the beneficial
ownership of which he disclaims.
(8) Includes 90,657 Preferred shares owned by his spouse's IRA, the beneficial
ownership of which he disclaims.
(9) Includes 104,537 Common shares owned by his spouse's IRA, the beneficial
ownership of which he disclaims.
(10) Includes 34,846 Preferred, Series B shares owned by his spouse's IRA, the
beneficial ownership of which he disclaims.
(11) The Common Stock is entitled to one vote per share, Preferred Stock, Series
B is entitled to vote on all matters which the Common Stock can vote on and
is entitled to twelve votes per share. Beginning on July 31, 2001 and
thereafter, at the option of the holder, a share of the Preferred Stock is
convertible into a share of the Common Stock.
5
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
Pursuant to the Company's by-laws as amended at the previous annual
meeting, the 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 nominees.
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.
DIRECTORS AND OFFICERS OF THE COMPANY
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 three
years respectively and for all directors elected at this annual meeting and
hereafter regardless of class, three years, or until their respective successors
are elected and qualified. The terms of the classes of directors are staggered
in order of roman numeral class number so that one class of directors is elected
each year. The terms of officers expire at the pleasure of the Board of
Directors.
6
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE, CAL. YEAR FIRST
BECAME A DIRECTOR OR OFFICER
& DIRECTOR CLASS IF APPLICABLE PRINCIPAL OCCUPATION
------------------------------ --------------------
<S> <C>
Howard Amster Principle with Ramat Securities, Inc., Cleveland, Ohio.
Director Director, Geauga Savings Bank, a northern Ohio savings and
52 - since 1992 loan; formerly Trustee, CleveTrust Realty Investors, a
Class III Director former real estate company.
John C. Loring Attorney and private investor, Chicago, Illinois. Director
Director and Chairman of Geauga Savings Bank, a northern Ohio savings and loan,
56 - since 1988 and formerly: Vice Chairman and a director of GalVest, Inc.,
Class III Director a Houston oil and gas company, director of Weatherford
International, a Houston well servicing company, director of
Fleet Aerospace, Inc., a Toronto manufacturer of components
for the aerospace market, and director of Guardian
Bankcorp., Inc., a former Los Angeles Bank.
Michael McGuire Mr. Michael McGuire joined the Company in 1969. Prior to
Director, CEO becoming CEO and President he was the Company's General
and President Manager and Director of Operations. Mr. Michael McGuire is
45 - since 1991 not related to Mr. Robert McGuire.
Class I Director and
nominated to continue
as such
Robert McGuire Mr. Robert McGuire joined the Company in 1981. Prior to
Executive Vice President becoming an Executive Vice President he held the position of
50 - since 1997 Warehouse Manager. He has worked in the distribution
industry since 1976. Mr. Robert McGuire is not related to
Mr. Michael McGuire.
Wayne Miller Mr. Miller joined the Company in 1996 as the Director of New
Executive Vice President Business Development. Prior to joining the Company Mr.
45 - since 1997 Miller was Director of Sales for Summit Radio Corporation
for a year and a half and prior to that time General Manager
of Time Electronics, Inc., a division of Avnet, Inc., for
fifteen years. He has worked in the electronics distribution
industry since 1975.
Lori A. Sarnataro Prior to joining the Company in 1998, Ms. Sarnataro, a
CFO, Executive Vice President, Certified Public Accountant, was employed with Physician
Treasurer Computer Network, Inc. for five years as Manager of
and Secretary Corporate Accounting and Systems Implementation. Prior to
35 - since 1998 that she was employed with KPMG LLP for five years as a
Senior Auditor and Tax Specialist.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
Mark Schindler Mr. Schindler is a self-employed consultant, private
Director investor, and a partner in Madison Venture Capital II, Inc.,
78 - since 1960 New York, New York. Mr. Schindler is also a Vice President,
Class II Director Secretary and Director of Kushi Natural Foods Corp. and
formerly owned his own electronics distribution business.
Mr. Schindler was formerly a Director of Natural Child Care,
Inc./Winners All International, Ltd./Erecotes Industries,
Inc., Light Savers U.S.A., Inc. which became Hospitality
Worldwide Services, Inc. and later became Hotel Works.com,
Servtex International Inc. which became Hymedix, Inc. and
Director and Treasurer of KMC which became APGI and later
became Tal Wireless Networks, Inc.. Mr. Schindler founded
Astrex, Inc.
Nancy Shields Ms. Shields joined the Company in 1990. Prior to becoming
Executive Vice President Vice President she was the Corporate Product Manager and has
43 - since 1995 worked in the electronics distribution industry since 1977.
David S. Zlatin Chief Operating Officer of Ramat Securities, Ltd., Rabbi and
Director private investor.
48 - since 1993
Class II Director
</TABLE>
Messrs. Amster, Loring and Michael 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 directors of the Company's wholly owned subsidiary T.F. Cushing, Inc. are
the same as for the Company and Mr. Michael McGuire is its President and
Chief Operating Officer and Ms. Sarnataro is its Chief Financial Officer,
Treasurer and Secretary.
The Board of Directors held 2 meetings during fiscal year ended
March 31, 2000. Each of the directors of the Company attended each of those
meetings except for Mr. Howard Amster who was excused from one meeting. 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 fee for each director who is not a full time employee of the
Company was $1,500 plus a `per meeting' fee of $750. Pursuant to this
arrangement each of the directors other than Mr. McGuire, received $3,000
except for Mr. Howard Amster who received $2,250. In addition, during the
fiscal year ended March 31, 2000 (i) Mr. Loring for services as Chairman of
the Board and the Executive Committee received $29,333 and $47,000
respectively, and (ii) Mr. Amster for his services on the Executive Committee
received $47,000. During the fiscal year ended March 31, 1999 Mr. Loring
received $25,000 for services as Chairman of the Board and $15,000 for
services with respect to the Enigma transaction and certain other matters and
Messrs. Amster and Loring each received $29,500 for services with respect to
the Executive Committee.
8
<PAGE>
For the fiscal year to end March 31, 2001 each director not a full time employee
of the Company will receive a director fee of the greater of $6,000 or if there
are more then four directors meetings during the fiscal year, $1,500 per meeting
attended. In addition Mssrs. Amster and Loring will each receive $48,000 for
services with respect to the Executive Committee and Mr. Loring will receive
$26,000 plus $5,000 for ordinary office expenses for services as Chairman of the
Board.
COMPENSATION OF OFFICERS
The following table shows information concerning the compensation
paid or awarded by the Company and its subsidiaries for services to its Chief
Executive Officer and its Executive Vice President of Sales during fiscal
years ended March 31, 2000, 1999 and 1998. Other then Mr. Michael McGuire and
Mr. Miller there were no executive officers of the Company whose compensation
was or exceeded $100,000. The Company (i) has no retirement, pension, profit
sharing, stock option, stock appreciation rights or long term incentive plans
for the years in question, (ii) has not awarded any bonuses during or for the
years in question, except as set forth in the table below, and to two other
executive officers, and (iii) has no employment contracts or termination of
employment and change of control arrangements for any of the Company's
executive officers.
In the first quarter of fiscal year ended March 31, 1997, the
Company awarded 135,000 unregistered forfeitable shares of the Company's
common stock to 19 employees (including Mr. Michael McGuire who received
15,000 shares), none of whom received more than 15,000 shares. The award
provided that to the extent an employee ceased to be employed by the Company
prior to April 1, 2000 (other than on account of death) the shares awarded to
said employee were forfeited to the Company. At March 31, 2000, 100,000
shares of the original 135,000 shares vested according to the terms of the
award, 35,000 shares having been previously forfeited by persons leaving the
employ of the Company during the four year vesting period. It is not expected
that any cash dividends will be paid on these shares for the foreseeable
future.
On July 5, 2000 20,000 and 10,000 shares of the Company's Common
Stock were awarded to Mr. Michael McGuire and Mr. Wayne Miller, respectively.
These shares are subject to forfeiture to the extent they leave the employ of
the Company prior to June 30, 2002. Mr. Michael McGuire received an
additional 20,000 shares of the Company's Common Stock subject to forfeiture
if he takes certain actions prior to July 31, 2001. All Common Stock issued
in July 2000 participated in the Preferred Stock dividend
9
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
NAME AND ANNUAL COMPENSATION AWARDS
PRINCIPAL POSITION -------------------------- RESTRICTED STOCK
($) FISCAL YEAR SALARY ($) BONUS ($) AWARDS
------------------ ----------- ---------- --------- ----------------------
<S> <C> <C> <C> <C>
----------------------------------- ------------- ------------------ ------------------- --------------------
Michael McGuire (2) 2000 $231,438 $86,518 - (1)
----------------------------------- ------------- ------------------ ------------------- --------------------
CEO & President 1999 $164,577 $61,000 -
----------------------------------- ------------- ------------------ ------------------- --------------------
1998 $161,000 $57,360 -
----------------------------------- ------------- ------------------ ------------------- --------------------
----------------------------------- ------------- ------------------ ------------------- --------------------
Wayne Miller (2) 2000 $113,305 $18,000 - (1)
----------------------------------- ------------- ------------------ ------------------- --------------------
Executive Vice President of Sales 1999 $105,023 - -
----------------------------------- ------------- ------------------ ------------------- --------------------
1998 $101,506 - -
----------------------------------- ------------- ------------------ ------------------- --------------------
</TABLE>
(1) Mr. McGuire and Mr. Miller were each given 15,000 unregistered forfeitable
shares of Common stock as compensation in fiscal year 1997 with a fair
market value of 31 cents per share. These shares were forfeitable to the
extent they ceased to be employed by the Company (other than on account of
death) before April 1, 2000. At March 31, 2000 the fair market value of the
30,000 shares were 84 cents per share for an aggregate fair value of
$25,200.
(2) In fiscal year 2001 Mr. Miller and Mr. McGuire received 10,000 and 20,000
Common stock, respectively. These shares are forfeitable to the extent they
cease to be employed by the Company (other than account of death) before
July 1, 2002. In addition, Mr. McGuire received an additional 20,000 shares
of Common stock which are forfeitable if he takes certain actions prior to
July 31, 2001. Mr. McGuire's compensation voted on for the fiscal year end
2001 is a base salary of $232,200 and a bonus, subject to final Board of
Directors approval, equal to 25% of the Company's pretax net income, before
bonus accruals, above $265,000. Mr. Miller `s compensation for fiscal year
end 2001 is expected to be a base salary of $112,000 plus the possibility
of a bonus.
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, 1999 or
thereafter.
RELATED TRANSACTIONS
During the Fiscal Year ended March 31, 1999, in July 1998, in order to
fund a business acquisition the Company privately placed 1,200,000 initially
(and still) unregistered shares of Astrex common stock with its Chairman of the
Board and certain members of his family at twenty five cents a share for a total
consideration of $300,000. At that time the per share market price of registered
Astrex common stock was reported to have been 11/32 bid and 7/16 asked. The
subscription agreement provided among other things that in the event the Company
did not make a rights offering on similar terms to substantially all its
shareholders by November 1998 (which in fact did not occur) then the Company
would have an option, but not the obligation to buy back the 1,200,000 shares
during February 1999 for $318,000 (which, if the private placement/option was
viewed as a loan would have suggested a 10% interest rate on an annualized
basis). The Company did not make a rights offering by November 1998 (or
thereafter). In February 1999 the Board of Directors, without the participation
in any way of Mr. Loring, determined that it would not be in the best interests
of the Company to exercise the Company's option for those 1,200,000 shares.
10
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Grant Thornton LLP as the
Company's independent public accountants for the current year.
Representatives of Grant Thornton 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.
In fiscal year ended March 31, 1999 the Company's independent public
accountants were changed from KPMG LLP ("KPMG") to Grant Thornton LLP. The
Company had and continues to have good relations with KPMG, however in order
to maintain it's audit fees closer to past levels the Company engaged Grant
Thornton to perform the audit of the Company for the year ended March 31,
1999. While KPMG had indicated it intended to increase its fees if it were
engaged to perform the audit of the Company for the year to end March 31,
1999 it did not resign, or in any way decline to perform that audit if
requested, and it had not been dismissed by the Company. KPMG's accountant
reports on the financial statements of the Company for fiscal years ended
March 31, 1997 and 1998 did not contain any adverse opinions or disclaimer of
opinions or modifications as to uncertainty, audit scope or accounting
principles. There had been no resolved or unresolved disagreements between
the Company and KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which if not
resolved to KPMG's satisfaction would have caused it to make reference to the
subject in connection with its report. KPMG had NOT advised the Company that
it had inadequate internal controls necessary to develop reliable financial
statements, had NOT advised the Company that it was unwilling to rely on
management's representations or be associated with financial statements
prepared by management, and had NOT advised the Company that the scope of the
audit should be expanded, or that information had come to its attention which
might, or which upon further investigation might, materially impact the
fairness or reliability of any previously issued or to be issued audit report
or the underlying financial statements or preclude the issuance of an
unqualified audit report.
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 for the fiscal year to end
March 31, 2001 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, 2001, to be considered for inclusion in the Proxy Statement and form of
proxy relating to that meeting.
11
<PAGE>
PROXY
ASTREX, INC.
COMMON STOCK
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 for the fiscal year ended March 31, 2000
to be held on September 12, 2000 and any adjournments or postponement thereof,
on the matters set forth in the Notice of Meeting and Proxy Statement dated
August 8, 2000, as follows on the reverse side of this proxy card:
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
COMMON STOCK
Please mark your
votes as in this
example.
1. Election of Director
Class I (for the term of three years and until a successor is elected
and shall have been qualified to so serve)
Nominees: Mr. Michael McGuire
[] For the nominee listed above [] Withhold authority to vote
for the nominee listed above
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 THE NOMINATED DIRECTOR.
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.
<PAGE>
PROXY
ASTREX, INC.
PREFERRED STOCK, SERIES B
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 Preferred
Stock, Series B of Astrex, Inc. (the "Company") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders for the fiscal year ended
March 31, 2000 to be held on September 12, 2000 and any adjournments or
postponement thereof, on the matters set forth in the Notice of Meeting and
Proxy Statement dated August 8, 2000, as follows on the reverse side of this
proxy card:
(TO BE SIGNED ON REVERSE SIDE)
<PAGE>
Please mark your
votes as in this
example.
1. Election of Director
Class I (for the term of three years and until a successor is elected
and shall have been qualified to so serve)
Nominee: Mr. Michael McGuire
[] For the nominee listed above [] Withhold authority to vote
for the nominee listed above
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 THE NOMINATED DIRECTOR.
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.
