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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KA
(Mark One)
(X) Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year
ended March 31, 1996 or
( ) Transition report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the
transition period from ______ to ________.
STELAX INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 033-27667-FW
BRITISH COLUMBIA, CANADA NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4287-A BELTLINE RD., #195, DALLAS, TEXAS 75244
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 416-7123
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months and (2) has been subject to such
filing requirements for the past ninety (90) days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 25, 1996 was approximately $16,950,000. Shares of Common
Stock outstanding at June 25, 1996 was 18,733,906.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Form 10-K Annual Report is
incorporated by reference from the definitive proxy statement of the Registrant
relating to the 1996 Annual General Meeting of Members (Stockholders) to be
filed with the Commission not later than July 29, 1996.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND OFFICERS
The director and executive officers of the Company as of June 30, 1996
are as follows:
<TABLE>
<CAPTION>
Name and Age Position Served In Office Since
- ------------ -------- ----------------------
<S> <C> <C>
Harmon S. Hardy, 67 Chairman of the 1987
Board, President
and Chief Financial Officer
Ruben Grubner, 40 Director 1995
William D. Alexander, 47 Director 1996
</TABLE>
Harmon S. Hardy has been the President of the Company since its inception in
May, 1987. Additionally, Mr. Hardy is Chairman of Austin Friars Securities
Limited, a London based investment banking firm, and is Chairman and President
of various other entities. Mr. Hardy devotes a substantial portion of his time
to the matters and business of the Company.
Ruben Grubner has been President of Altec Travel, a travel service firm in
Vancouver, B.C., Canada since 1978.
William D. Alexander has been a Vice-President since 1987 with Bank of Nova
Scotia in Toronto, Canada.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and 10% stockholders are required by regulations
promulgated by the Securities and Exchange Commission to furnish the Company
copies of all Section 16(a) reports they file.
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The Company believes all Section 16(a) filing requirements applicable
to its officers, directors and 10% beneficial owners were complied with through
March 31, 1996 except the following: a Form 3 Initial Report for Ruben Grubner
was filed delinquently.
ITEM 11. EXECUTIVE COMPENSATION
No officer of the Company received compensation during the fiscal year
ended March 31, 1996. However, the Company incurred a non-cash charge (offset
by an increase in equity) of $1,560,000 for the year ended March 31, 1996 as a
result of renewing certain options held by the President of the Company.
See also, Item 13. Certain Relationships and Related Transactions.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 15, 1996, the number and
percentage of outstanding shares of Common Stock beneficially owned by (i) each
person known by the Company to be a beneficial owner of more than five percent
(5%) of the Company's Common Stock; (ii) each of the executive officers of the
Company; (iii) each director of the Company; and (iv) all officers and
directors as a group:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Name and Address of Beneficial SHARES OF COMMON STOCK PERCENTAGE OF CLASS
Owners(1) BENEFICIALLY OWNED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Harmon S. Hardy, Jr.
4287-A Belt Line Road, #195
Dallas, Texas 75244 4,096,700(2) 13.88%
- ------------------------------------------------------------------------------------------------------
Ruben Grubner -0- -0-
- ------------------------------------------------------------------------------------------------------
William D. Alexander -0- -0-
- ------------------------------------------------------------------------------------------------------
All Officers and Directors as a
Group (3 persons) 4,096,700(2) 13.88%
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) The persons named in the table have sole voting and investment power
with respect to all shares of Common Stock showing as beneficially owned by
them, subject to community property laws, where applicable, and the information
contained in the footnotes to the table.
(2) Includes options to purchase 1,016,000 shares of common stock.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company currently has general administrative functions handled by
another company, High Speed Technologies, Inc., which is one hundred percent
(100%) owned by Harmon S. Hardy, the President of the Company. In addition,
the Company is accruing consulting fees to the President of the Company for
services performed. These amounts are non-interest bearing and are payable on
demand. As of March 31, 1996, funds were due to the President and High Speed
Technologies, Inc. totaling $542,538. Total expenses (including consulting
fees) associated with services provided during the year ended March 31, 1996
were $90,000.
In connection with the Private Placement of the Common Stock as
described in Item 1. Business, the Company paid $113,653, as commission
expense, to Austin Friars Securities Limited, an affiliate of Harmon S. Hardy,
the President of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STELAX INDUSTRIES, LTD.
/s/ Harmon S. Hardy, Jr.
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Date: July 22 , 1996 Harmon S. Hardy, Jr., President
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