0000932440-07-000231.txt : 20070322 0000932440-07-000231.hdr.sgml : 20070322 20070322163653 ACCESSION NUMBER: 0000932440-07-000231 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070322 DATE AS OF CHANGE: 20070322 GROUP MEMBERS: GILBERT E. PLAYFORD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Symmetry Holdings Inc CENTRAL INDEX KEY: 0001362614 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 204790836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82742 FILM NUMBER: 07712303 BUSINESS ADDRESS: STREET 1: 28 WEST 44TH STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 616-429-1505 MAIL ADDRESS: STREET 1: 28 WEST 44TH STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLAYFORD GILBERT E CENTRAL INDEX KEY: 0001066128 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O GRAFTECH NTERNATIONAL LTD STREET 2: 1521 CONCORD PIKE, SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 9177330917 MAIL ADDRESS: STREET 1: 432 SCARBOROUGH ROAD CITY: BRIARCLIFF MANOR STATE: NY ZIP: 10510 SC 13D 1 sym_playford13dcs-mar2207.htm PLAYFORD - 13-D - COMMON STOCK

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Symmetry Holdings Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

871545109

(CUSIP Number)

Gilbert E. Playford

Symmetry Holdings Inc.

28 West 44^th Street, 16^th Floor

New York, NY 10036

646-429-1540

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 12, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

CUSIP No. 871545109	13D	Page 2 of 7 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gilbert E. Playford

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o

3.	SEC USE ONLY

4.	SOURCE OF FUNDS PF

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o

6.	CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 125,000


		8.	SHARED VOTING POWER 1,172,500


		9.	SOLE DISPOSITIVE POWER 125,000


		10.	SHARED DISPOSITIVE POWER 1,172,500
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,297,500

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%

14.	TYPE OF REPORTING PERSON IN

CUSIP No. 871545109	13D	Page 3 of 7 Pages

Item 1.

Security and Issuer.

This Schedule 13D relates to Common Stock, par value $0.001 per share (the “Common Stock”), issued by Symmetry Holdings Inc. (the “Issuer”). The Issuer’s principal executive office is located at 28 West 44^th Street, 16^th Floor, New York, NY 10036.

Item 2.

Identity and Background.

(a)

This Schedule 13D is being filed by Gilbert E. Playford (“Playford”).

(b)

The business address of Playford is 28 West 44^th Street, 16^th Floor, New York, NY 10036.

(c)

Playford holds 125,000 shares of Common Stock directly. Those securities were acquired on March 12, 2007 upon the consummation of the Issuer’s initial public offering. Additionally, Playford is the beneficial owner of 1,172,500 shares of Common Stock owned indirectly through Playford SPAC Portfolio, Ltd. (“Portfolio”). Playford is the sole limited partner of Portfolio, directly owning 99.8% of the outstanding partnership interests. The remaining .2% of the outstanding partnership interests is owned by the general partner of Portfolio, Playford SPAC Management Corp., of which Playford is the sole beneficial and record owner. Playford is the non-executive Chairman of Symmetry Holdings Inc., as well as the Chairman, Chief Executive Officer and President of GBS Gold, an international gold company.

(d)

During the last five years, Playford has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, Playford has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Playford is a citizen of Canada.

Item 3.

Source and Amount of Funds or Other Consideration.

On March 12, 2007, Playford acquired 125,000 shares of Common Stock underlying units of Symmetry Holdings Inc., each unit consisting of one share and one warrant to purchase one share of Common Stock per warrant, held directly by him in his own name. The purchase price was $8.00 per unit. Playford financed this purchase through the use of his personal funds. Playford acquired 234.5 shares of Common Stock on April 26, 2006 at a price $5.00 per share, for an aggregate purchase price of $1,172.50, financed through the use of his personal funds. On June 26, 2006, the Issuer conducted a 5,000 to 1 stock split, resulting in Playford’s ownership of 1,172,500 shares. On December 11, 2006, Mr. Playford transferred such shares to Portfolio as

CUSIP No. 871545109	13D	Page 4 of 7 Pages

part of Portfolio’s initial capitalization. Playford financed the contribution of capital from his personal funds.

Item 4.

Purpose of Transaction.

The shares of Common Stock were acquired by Playford for investment purposes.

Playford does not at the present time have any plans or proposals which relate to or would result in:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer’s business or corporate structure;

(g)

Changes in the Issuer’s Certificate of Incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)

Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

As of the date hereof, Playford may be deemed to be the direct beneficial owner of 125,000 shares of Common Stock, over which he has sole voting and sole dispositive power, and the indirect beneficial owner of 1,172,500 shares of Common Stock, over which he has shared voting and shared dispositive power, through the ownership of such shares by Portfolio, as more fully described in Item 2(c) above. The 1,297,500 shares of Common Stock beneficially owned

CUSIP No. 871545109	13D	Page 5 of 7 Pages

by Playford represent 5.5% of the issued and outstanding shares of Common Stock, based on 23,437,500 shares issued and outstanding at March 12, 2007.

The following sets forth certain information regarding all transactions in the Common Stock that were effected by Playford during the past sixty days:

Date

Amount

Bought (Sold)

Price Per Share

Where and How Effected

3/12/07

125,000 shares

$8.00 per unit, consisting of one share of Common Stock and one warrant to purchase one share of common stock per warrant

Initial public offering

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7.

Material to be Filed as Exhibits.

Power of Attorney filed as Exhibit 24.1 hereto.

CUSIP No. 871545109	13D	Page 6 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 22, 2007	/s/Gilbert E. Playford
	Name: Gilbert E. Playford

CUSIP No. 871545109	13D	Page 7 of 7 Pages

EXHIBIT INDEX

24.1

Power of Attorney

EX-24 2 sym13dexh24-1_mar2207.htm PLAYFORD - POA - COMMON STOCK

Exhibit 24.1

POWER OF ATTORNEY

(Beneficial Ownership Reports)

The undersigned hereby:

(i) constitutes and appoints any director or officer, now or hereafter serving, of Symmetry Holdings Inc. (the “Company”), with full power of substitution and resubstitution (the “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

(a) prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, any and all national securities exchanges and the Company the following Forms with respect to securities of the Company, including those which are or may be deemed to be beneficially owned or held by the undersigned:

(1) Schedules 13D and 13G (including any and all amendments thereto) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder; and

(2) any successor Form or any related document (including the Update Passphrase Acknowledgment); and

(b) request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to ownership and holding of and transactions in securities of the Company and to use and disclose such information, in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

(ii) authorizes any and all such third parties to provide and disclose such information to the Attorney-in-Fact or his agents;

(iii) grants to the Attorney-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

(iv) approves, ratifies and confirms all that the Attorney-in-Fact may lawfully do or cause to be done by virtue hereof.

The undersigned hereby agrees:

(i) that the Attorney-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

Exhibit 24.1

(ii) to indemnify and hold harmless the Company and the Attorney-in-Fact against any and all losses, claims, proceedings, damages and liabilities that arise out of or are based upon any actual or alleged omission or misstatement of facts in such information;

(iii) to reimburse the Company and the Attorney-in-Fact for any and all legal or other expenses reasonably incurred in connection with investigating, mitigating, responding to or defending against any such loss, claim, proceeding, damage or liability (including providing documents and testimony); and

(iv) that neither the Company nor the Attorney-in-Fact assumes (a) any responsibility for the compliance by the undersigned with the requirements of the Acts mentioned above or the rules or regulations thereunder, (b) any liability for any failure to comply with such requirements or (c) any liability for profit disgorgement or other losses, damages or penalties due to any violation of the Acts mentioned above or the rules or regulations thereunder.

The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

This Power of Attorney shall remain in effect as long as the undersigned remains a director or officer of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to the Chief Executive Officer, President, Treasurer or Secretary of the Company, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to the Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with the Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

The undersigned acknowledges that it is his or her responsibility to pre-clear with the counsel to the Company all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 22nd day of March, 2007.

Signature: /s/Gilbert E. Playford

Name: Gilbert E. Playford