Proxy Statement - Merger or Acquistion (preliminary) (prem14a)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14(a)(12)
Armco Metals Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
Common stock
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Aggregate number of securities to which transaction applies:
12,750,000 shares
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
$2.45 per share. Solely for the purpose of calculating the filing fee, the per unit price is equal to the average and low prices of the common stock of Armco Metal Holdings, Inc. on June 17, 2014 on a post-split basis
4.
Proposed maximum aggregate value of the transaction:
$38,587,500
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Total fee paid:
$4,970.07
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Fee paid previously with preliminary materials.
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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 or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS
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TO BE HELD ON [?], 2014
We will hold the 2014 Annual Meeting of Stockholders of Armco Metals Holdings, Inc. at the Company’s office located at One Waters Park Drive, Suite 98, San Mateo, CA 94403 on ______, 2014 at _________ local time. At the annual meeting you will be asked to vote on the following matters:
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the election of five directors,
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the ratification of the appointment of MaloneBailey , LLP as our independent registered public accounting firm,
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the approval of the issuance of securities in connection with the acquisition of Draco Resources, Inc.,
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the approval of the third amendment to our Amended and Restated 2009 Stock Incentive Plan to increase the number of shares of our common stock authorized for issuance under the plan; and
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any other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on [?] , 2014 as the Record Date for determining the stockholders that are entitled to notice of and to vote at the 2014 Annual Meeting and any adjournments thereof.
All stockholders are invited to attend the annual meeting in person. Your vote is important regardless of the number of shares you own. Please vote your shares by proxy over the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or, if you request printed copies of the proxy materials by mail, you can also vote by mail, by telephone or by facsimile.
By Order of the Board of Directors
/s/ Kexuan Yao
San Mateo, CA Kexuan Yao
[?] , 2014 Chairman and Chief Executive Officer
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on [?] , 2014 : This proxy statement, along with our Annual Report on Form 10-K for the year ended December 31, 2013, are available free of charge on our website www.armcometals.com .
