Attached files
| file | filename |
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| EX-23.1 - GLOBE SPECIALTY METALS INC | v199637_ex23-1.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
Amendment
No. 1 to
Form 10-K
(Mark
One)
|
x
|
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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| For the fiscal year ended June 30, 2010 |
OR
|
¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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| For the transition period from to |
Commission
File Number 001-34420
Globe
Specialty Metals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-2055624
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|
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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One
Penn Plaza
250 West
34th Street, Suite 4125
New
York, NY 10119
(Address
of principal executive offices, including zip code)
(212) 798-8122
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each
Class
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Name
of Each
Exchange
on
Which
Registered
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|||
|
Common
stock,
$0.0001 par
value
|
The
NASDAQ
Global
Select
Market
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Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨
No x
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 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x
No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files). Yes ¨ 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 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. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large
accelerated
filer ¨
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Accelerated
filer
¨
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Non-accelerated
filer x
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Smaller reporting company
¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes ¨ No
x
As of
September 27, 2010, the registrant had 74,866,374 shares of common stock
outstanding. As of December 31, 2009 (the last business day of the Registrant's
most recently completed second fiscal quarter), the aggregate market value of
such shares held by non-affiliates of the Registrant was approximately
$591,000,000.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Registrant's definitive Proxy Statement relating to the 2010 Annual
Meeting of Stockholders, filed with the Securities and Exchange Commission, are
incorporated by reference in Part III, Items 10 - 14 of this Annual Report on
Form 10-K as indicated herein.
EXPLANATORY
NOTE
This
Amendment No. 1 to the Annual Report on Form 10-K (“Amended 10-K”) of Globe
Specialty Metals, Inc. (“we” or “Globe”) amends our Annual Report on Form 10-K
for the year ended June 30, 2010 that was filed with the Securities and Exchange
Commission (“SEC”) on September 28, 2010 (“Original 10-K”). This Amended 10-K
does not reflect a change in our results of operations or financial position as
reported in the Original 10-K. Instead, this Amended 10-K is filed solely to add
Exhibit 23.1, which was inadvertently omitted from the Original 10-K. Except as
described above, no other amendments are being made to the Original 10-K. This
Amended 10-K does not reflect events occurring after the Original 10-K or modify
or update the disclosure contained therein in any way other than as required to
reflect the amendment discussed above. Pursuant to Rule 12b-15 promulgated under
the Securities Exchange Act of 1934, as amended, the complete text of Item 15,
as amended, is repeated in this Amended 10-K.
This
Amended 10-K consists solely of the preceding cover page, this explanatory note,
amended Item 15, the signature page, the exhibit index and the consent filed as
exhibit 23.1 under amended Item 15 to this Amended 10-K.
Item 15. Exhibits and Financial Statement
Schedules
(a) The
following documents are filed as part of this Annual Report on
Form 10-K:
(1) Financial
Statements
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Reports
of Independent Registered Public Accounting Firm
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31
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|||
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Consolidated
Balance Sheets at June 30, 2010 and 2009
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33
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|||
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Consolidated
Statements of Operations for the years ended June 30, 2010, 2009, and
2008
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34
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|||
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Consolidated
Statements of Changes in Stockholders’ Equity for the years ended
June 30, 2010, 2009, and 2008
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35
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|||
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Consolidated
Statements of Cash Flows for the years ended June 30, 2010, 2009, and
2008
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36
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|||
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Notes
to Consolidated Financial Statements
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37
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(2) Financial
Statement Schedules
Not
applicable.
(3) Exhibits
The
following exhibits are filed with this Annual Report or incorporated by
reference:
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Exhibit
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||||
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Number
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Description of Document
|
|||
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2.1
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Agreement
and Plan of Merger, dated as of January 8, 2008, by and among GSM,
Solsil Acquisition Corp. and Solsil**
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|||
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2.2
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Amendment
to Agreement and Plan of Merger, dated as of February 29, 2008, by
and among GSM, Solsil Acquisition Corp., Solsil and the Representatives
named therein**
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|||
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2.3
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Purchase
Agreement, dated as of November 5, 2009, by and between Dow Corning
Corporation and GSM*****
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|||
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2.4
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Purchase
and Sale Agreement dated as of March 26, 2010, by and among Globe Metals
Enterprises, Inc., Core Metals Group Holdings LLC and each of the Sellers
named therein******
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|||
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3.1
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Amended
and Restated Certificate of Incorporation*
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|||
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3.2
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Certificate
of Amendment to the Amended and Restated Certificate of
Incorporation*
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|||
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3.3
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Amended
and Restated Bylaws**
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|||
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4.1
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Second
Amended and Restated Credit Agreement dated as of September 18, 2008,
by and among GMI, Alabama Sand and Gravel, Inc., Laurel Ford Resources,
Inc., West Virginia Alloys, Inc., as subsidiary guarantors, GSM, as
Parent, the lender parties thereto, and Societe Generale, as Sole
Arranger, Administrative Agent, Issuing Bank, Swingline Lender and
Collateral
Agent**
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|||
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10.1
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2006
Employee, Director and Consultant Stock Option Plan*
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|||
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10.2
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Employment
Agreement, dated May 26, 2008, between GSM and Jeff
Bradley*
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|||
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10.3
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Employment
Agreement, dated November 13, 2006, between GSM and Alan
Kestenbaum*
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|||
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10.4
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Employment
Agreement, dated May 31, 2006, between Solsil and Alan
Kestenbaum*
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|||
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10.5
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Employment
Agreement, dated November 13, 2006, between GSM and Arden
Sims*
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|||
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10.6
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Employment
Agreement, dated May 31, 2006, between Solsil and Arden
Sims*
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|||
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10.7
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Employment
Agreement, dated November 13, 2006, between GSM and Theodore A.
Heilman, Jr.*
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|||
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10.8
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Employment
Agreement, dated June 8, 2007, between GSM and Daniel
Krofcheck*
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|||
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10.9
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Employment
Agreement, dated June 20, 2008, between GSM and Stephen
Lebowitz*
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|||
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10.10
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Solsil
Secured Promissory Note made on October 24, 2007 and issued to
Plainfield Direct Inc.**
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|||
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10.11
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Solsil
Secured Promissory Note made on October 24, 2007 and issued to
Plainfield Direct Inc.***
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|||
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10.12
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Employment
Agreement, dated September 21, 2008, between GSM and Malcolm
Appelbaum****
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|||
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10.13
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Amended
and Restated Limited Liability Company Agreement of WVA Manufacturing,
LLC, dated as of November 5, 2009, by and among WVA Manufacturing,
LLC, GSM, GSM Alloys I, Inc., GSM Alloys II, Inc., Dow Corning
Enterprises, Inc. and Dow Corning Corporation.*****
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|||
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10.14
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Output
and Supply Agreement, dated as of November 5, 2009, by and among WVA
Manufacturing, LLC, Dow Corning Corporation, Globe Metallurgical Inc., and
GSM.*****
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|||
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10.15
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2010
Annual Executive Bonus Plan†
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|||
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21.1
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Subsidiaries†
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|||
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23.1
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Consent
of KPMG LLP (filed with this Amendment No. 1)
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|||
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31.1
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Certification
of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002†
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|||
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31.2
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Certification
of the Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002†
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|||
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32.1
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Certification
of the Principal Executive Officers and Principal Financial Officer
Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of
2002†
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|
†
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Filed
with Annual Report on Form 10-K filed September 28,
2010.
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*
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Incorporated
by reference to the exhibit with the same designation filed with the
Company’s registration statement on Form S-1 (Registration
No. 333-152513) filed on July 25,
2008.
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**
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Incorporated
by reference to the exhibit with the same designation filed with Amendment
No. 1 to the Company’s registration statement on Form S-1
(Registration No. 333-152513) filed on November 4,
2008.
|
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***
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Incorporated
by reference to the exhibit with the same designation filed with Amendment
No. 2 to the Company’s registration statement on Form S-1
(Registration No. 333-152513) filed on June 9,
2009.
|
|
****
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Incorporated
by reference to the exhibit with the same designation filed with Amendment
No. 3 to the Company’s registration statement Form S-1
(Registration Statement No. 333-152513) filed on July 16,
2009.
|
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*****
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Incorporated
by reference to the exhibit with the same designation filed with the
Company’s Form 8-K filed on November 12,
2009.
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******
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Incorporated
by reference to the exhibit with the same designation filed with the
Company’s Form 8-K filed on April 1,
2010.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized.
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Globe
Specialty Metals, Inc.
(Registrant)
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By:
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/s/ Malcolm
Appelbaum
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Malcolm
Appelbaum
Chief
Financial Officer
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October
22, 2010
Exhibit Index
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Exhibit
|
||||
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Number
|
Description of Document
|
|||
|
2.1
|
Agreement
and Plan of Merger, dated as of January 8, 2008, by and among GSM,
Solsil Acquisition Corp. and Solsil**
|
|||
|
2.2
|
Amendment
to Agreement and Plan of Merger, dated as of February 29, 2008, by
and among GSM, Solsil Acquisition Corp., Solsil and the Representatives
named therein**
|
|||
|
2.3
|
Purchase
Agreement, dated as of November 5, 2009, by and between Dow Corning
Corporation and GSM*****
|
|||
|
2.4
|
Purchase
and Sale Agreement dated as of March 26, 2010, by and among Globe Metals
Enterprises, Inc., Core Metals Group Holdings LLC and each of the Sellers
named therein******
|
|||
|
3.1
|
Amended
and Restated Certificate of Incorporation*
|
|||
|
3.2
|
Certificate
of Amendment to the Amended and Restated Certificate of
Incorporation*
|
|||
|
3.3
|
Amended
and Restated Bylaws**
|
|||
|
4.1
|
Second
Amended and Restated Credit Agreement dated as of September 18, 2008,
by and among GMI, Alabama Sand and Gravel, Inc., Laurel Ford Resources,
Inc., West Virginia Alloys, Inc., as subsidiary guarantors, GSM, as
Parent, the lender parties thereto, and Societe Generale, as Sole
Arranger, Administrative Agent, Issuing Bank, Swingline Lender and
Collateral Agent**
|
|||
|
10.1
|
2006
Employee, Director and Consultant Stock Option Plan*
|
|||
|
10.2
|
Employment
Agreement, dated May 26, 2008, between GSM and Jeff
Bradley*
|
|||
|
10.3
|
Employment
Agreement, dated November 13, 2006, between GSM and Alan
Kestenbaum*
|
|||
|
10.4
|
Employment
Agreement, dated May 31, 2006, between Solsil and Alan
Kestenbaum*
|
|||
|
10.5
|
Employment
Agreement, dated November 13, 2006, between GSM and Arden
Sims*
|
|||
|
10.6
|
Employment
Agreement, dated May 31, 2006, between Solsil and Arden
Sims*
|
|||
|
10.7
|
Employment
Agreement, dated November 13, 2006, between GSM and Theodore A.
Heilman, Jr.*
|
|||
|
10.8
|
Employment
Agreement, dated June 8, 2007, between GSM and Daniel
Krofcheck*
|
|||
|
10.9
|
Employment
Agreement, dated June 20, 2008, between GSM and Stephen
Lebowitz*
|
|||
|
10.10
|
Solsil
Secured Promissory Note made on October 24, 2007 and issued to
Plainfield Direct Inc.**
|
|||
|
10.11
|
Solsil
Secured Promissory Note made on October 24, 2007 and issued to
Plainfield Direct Inc.***
|
|||
|
10.12
|
Employment
Agreement, dated September 21, 2008, between GSM and Malcolm
Appelbaum****
|
|||
|
10.13
|
Amended
and Restated Limited Liability Company Agreement of WVA Manufacturing,
LLC, dated as of November 5, 2009, by and among WVA Manufacturing,
LLC, GSM, GSM Alloys I, Inc., GSM Alloys II, Inc., Dow Corning
Enterprises, Inc. and Dow Corning
Corporation.*****
|
|||
|
10.14
|
Output
and Supply Agreement, dated as of November 5, 2009, by and among WVA
Manufacturing, LLC, Dow Corning Corporation, Globe Metallurgical Inc., and
GSM.*****
|
|||
|
10.15
|
2010
Annual Executive Bonus Plan†
|
|||
|
21.1
|
Subsidiaries†
|
|||
|
23.1
|
Consent
of KPMG LLP (filed with this Amendment No. 1)
|
|||
|
31.1
|
Certification
of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002†
|
|||
|
31.2
|
Certification
of the Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002†
|
|||
|
32.1
|
Certification
of the Principal Executive Officers and Principal Financial Officer
Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of
2002†
|
|
†
|
Filed
with Annual Report on Form 10-K filed September 28,
2010.
|
|
*
|
Incorporated
by reference to the exhibit with the same designation filed with the
Company’s registration statement on Form S-1 (Registration
No. 333-152513) filed on July 25,
2008.
|
|
**
|
Incorporated
by reference to the exhibit with the same designation filed with Amendment
No. 1 to the Company’s registration statement on Form S-1
(Registration No. 333-152513) filed on November 4,
2008.
|
|
***
|
Incorporated
by reference to the exhibit with the same designation filed with Amendment
No. 2 to the Company’s registration statement on Form S-1
(Registration No. 333-152513) filed on June 9,
2009.
|
|
****
|
Incorporated
by reference to the exhibit with the same designation filed with Amendment
No. 3 to the Company’s registration statement Form S-1
(Registration Statement No. 333-152513) filed on July 16,
2009.
|
|
*****
|
Incorporated
by reference to the exhibit with the same designation filed with the
Company’s Form 8-K filed on November 12,
2009.
|
|
******
|
Incorporated
by reference to the exhibit with the same designation filed with the
Company’s Form 8-K filed on April 1,
2010.
|