www.sec.gov/Archives/edgar/data/1362614/0000932440-07-0 -
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Published on: 10/4/2007
Last Visited: 10/5/2007
Gilbert E. Playford
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Gilbert E. Playford became non-executive Chairman of the Board in April 2006.Mr. Playford became a member of our audit committee upon the closing of our initial public offering.Since August 2005, he has served as Chairman, Chief Executive Officer and President of GBS Gold, an international gold company that he formed through multiple acquisitions.He joined GrafTech, a global manufacturer of industrial graphite and carbon-based materials, in June 1998, serving as its Chief Executive Officer and President until his retirement in December 2002, and from September 1999, its Chairman of the Board until his retirement in February 2005.From June 1996 until June 1998, Mr. Playford was the President and Chief Executive Officer of LionOre, a company that he helped develop and grow, through acquisitions and exploration success, into one of the western world's top ten nickel producers listed on the London, Toronto, Australia and Botswana stock exchanges.Mr. Playford joined Union Carbide in 1972 and held various management positions, including Vice President, Principal Financial Officer and Treasurer, Corporate Vice President for Strategic Planning and Chief Executive Officer positions in various Union Carbide subsidiaries, including subsidiaries in Canada, Germany and Belgium, until he resigned in January 1996.He holds a Bachelor of Engineering degree from McGill University and an MBA from York University, Ontario, Canada.Mr. Playford is currently Deputy Chairman of LionOre, where he is also Chairman of the Human Resources, Nomination and Governance Committee and a member of the Audit Committee.
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Mason (Chairman), Playford and Ramage.
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The board of directors of Symmetry following the acquisition will remain unchanged; that is, Gilbert E. Playford will remain Chairman of the Board and Corrado De Gasperis, Domenico Lepore, M. Ridgway Barker, Scott C. Mason, and Robert W. Ramage, Jr. will remain directors.
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On May 31, 2006, Mr. Playford, a director and stockholder, made a loan to us in the aggregate amount of $500,000, the proceeds of which were used to fund our expenses in connection with our initial public offering, including the Securities and Exchange Commission registration fee, the NASD filing fee and the American Stock Exchange listing fee.
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Gilbert E. Playford(1)
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(1) All such shares are held directly by Playford SPAC Portfolio, Ltd., a limited partnership of which Mr. Playford is the sole limited partner, directly owning 99.8% of the outstanding partnership interests.The remaining .2% of the outstanding partnership interests is owned by the general partner of such limited partnership, Playford SPAC Management Corp., of which Mr. Playford is the sole beneficial and record owner.
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Gilbert E. Playford (1)
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(1) These warrants were purchased by Playford SPAC Portfolio Ltd., a limited partnership of which Mr. Playford is the sole limited partner, directly owning 99.8% of the outstanding partnership interests.The remaining .2% of the outstanding partnership interests is owned by the general partner of such limited partnership, Playford SPAC Management Corp., of which Mr. Playford is the sole beneficial and record owner.Accordingly, Mr. Playford is the beneficial owner of such warrants.
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The board of directors of Symmetry following the acquisition will remain unchanged; that is, Gilbert E. Playford will remain Chairman of the Board and Corrado De Gasperis, Domenico Lepore, M. Ridgway Barker, Scott C. Mason, and Robert W. Ramage, Jr. will remain directors.
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Gilbert E. Playford(7)
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(7) Mr. Playford is our Chairman of the Board.Includes 1,172,500 shares are held directly by Playford SPAC Portfolio, Ltd., a limited partnership of which Mr. Playford is the sole limited partner, directly owning 99.8% of the outstanding partnership interests.The remaining .2% of the outstanding partnership interests is owned by the general partner of such limited partnership, Playford SPAC Management Corp., of which Mr. Playford is the sole beneficial and record owner.Also includes 125,000 shares held by Gilbert E. Playford Revocable Trust, a revocable trust, of which Mr. Playford is the settlor and sole trustee.Excludes: (i) 3,222,222 shares of common stock issuable upon exercise of warrants held by Playford SPAC Portfolio, Ltd.; (ii) 125,000 shares of common stock issuable upon exercise of warrants held by Gilbert E. Playford Revocable Trust; (iii) 53,265 shares of common stock issuable upon exercise of warrants held by Playford Family Limited Partnership, representing Mr. Playford's pecuniary interest in the 500,000 warrants purchased by Playford Family Limited Partnership; (iv) 750,000 shares of common stock issuable upon exercise of warrants held by Playford Grandkids Limited Partnership, whose sole general partner is Playford Management LLC, of which Mr. Playford is the sole member; and (v) 787,402 shares of common stock issuable upon exercise of warrants held by Playford Holdings Family Limited Partnership, a partnership of which Mr. Playford is the general partner and the sole limited partner, as such warrants are not exercisable until the later of the completion of the acquisition or arch 7, 2008.The warrants are identical to the public warrants, except as otherwise necessary to reflect the fact that they were sold in a private placement, permit delivery of unregistered shares upon exercise and permit net cashless exercise so as to, among other reasons, permit tacking of holding periods under Rule 144 and, as to the June warrants, except as to the expiration date.Also excludes 937,500 units, consisting of 937,500 shares and 937,500 warrants, Mr. Playford is committed to purchase pursuant to the equity financing that is contingent upon and to be consummated at the closing of the acquisition and is described elsewhere herein.Each warrant included in such units will entitle the holder to purchase one share at a price of $5.50 and will be exercisable on the later of the consummation of the acquisition or March 7, 2008 until expiration 4 years from the issue date or earlier upon redemption.These warrants will be identical to the public warrants, except as to the expiration date and as otherwise necessary to reflect the fact that they were sold in a private placement, permit delivery of unregistered shares upon exercise and permit net cashless exercise so as to, among other reasons, permit tacking of holding periods under Rule 144.If such units had been issued as of the record date, Mr. Playford would have beneficially owned 2,234,500 shares or 8.8% of the outstanding common stock.
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Our Chairman, Mr. Playford and our Special Advisor, Mr. Bailey, have agreed to purchase 1,875,000 units of Symmetry for $15.0 million, or $8.00 per unit.
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