0000932440-07-000393.txt : 20070626 0000932440-07-000393.hdr.sgml : 20070626 20070625173231 ACCESSION NUMBER: 0000932440-07-000393 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070626 DATE AS OF CHANGE: 20070625 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82742 FILM NUMBER: 07939655 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/A BUSINESS ADDRESS: STREET 1: C/O GRAFTECH NTERNATIONAL LTD STREET 2: 1521 CONCORD PIKE, SUITE 301 CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 6464291505 MAIL ADDRESS: STREET 1: C/O SYMMETRY HOLDINGS INC. STREET 2: 28 WEST 44TH STREET, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10510 SC 13D/A 1 form13d-a_1218454.htm SCHEDULE 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

June 21, 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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 871545109

13D

Page 2 of 8 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 0
		8.	SHARED VOTING POWER 1,297,500
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,297,500
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 8 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 is the beneficial owner of 1,172,500 shares of Common Stock owned indirectly through Playford SPAC Portfolio, Ltd. (“Portfolio”) and 125,000 shares of Common Stock owned indirectly through Gilbert E. Playford Revocable Trust (the “Trust”). 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 settler and sole trustee of the Trust. The shares of Common Stock owned by the Trust were previously owned directly by Playford and were gifted to the Trust on April 4, 2007. 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.

Playford acquired 234.5 shares of Common Stock on April 26, 2006 at a price of $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, Playford transferred such shares to Portfolio as part of Portfolio’s initial capitalization. Playford financed the contribution of capital from his personal funds.

CUSIP No. 871545109

13D

Page 4 of 8 Pages

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. On April 4, 2007, Playford gifted such shares to the Trust.

Item 4.

Purpose of Transaction.

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, except as follows:

On June 21, 2007, Playford indirectly acquired 787,402 warrants to purchase one share of Common Stock per warrant (the “Warrants”). The Warrants are held directly by Playford Holdings Family Limited Partnership (“Holdings”). Playford is the general partner and the sole limited partner of Holdings. The purchase price was $1.27 per Warrant. The Warrants will become exercisable on the later of March 7, 2008 or when the Issuer consummates its initial business combination and will expire on June 21, 2011. Holdings financed the purchase from funds contributed by Playford through the use of his personal funds. Playford does not yet have sole or shared voting or investment power of the Common Stock underlying the Warrants. The Warrants were acquired for investment purposes. In addition, on June 21, 2007, Playford agreed to purchase at an undetermined future date up to 1,875,000 units, each unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock (the “Units”). Playford does not yet have sole or shared voting or investment power of the Units or the securities underlying the Units. The Units will be acquired for investment purposes.

(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;

CUSIP No. 871545109

13D

Page 5 of 8 Pages

(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 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; and 125,000 shares of Common Stock, over which he has shared voting and shared dispositive power, through the ownership of such shares by the Trust, as more fully described in Item 2(c) above. The 1,297,500 shares of Common Stock beneficially owned by Playford represent 5.5% of the issued and outstanding shares of Common Stock, based on 23,437,500 shares issued and outstanding at May 7, 2007 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

Playford also may be deemed to be the indirect beneficial owner of 787,402 Warrants which are not yet exercisable through the ownership of such Warrants by Holdings, as more fully described in Item 4(a) above. Playford does not yet have sole or shared voting or investment power of the Common Stock underlying the Warrants. Playford has also agreed to purchase at an undetermined future date up to 1,875,000 Units, as more fully described in Item 4(a) above. Playford does not yet have sole or shared voting or investment power of the Units or the securities underlying the Units.

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

6/21/07

787,402 shares underlying Warrants

$1.27 per Warrant to purchase one share of common stock per warrant

Private placement

Item 6.

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

See discussion in Item 4 regarding the Units.

Item 7.

Material to be Filed as Exhibits.

CUSIP No. 871545109

13D

Page 6 of 8 Pages

Exhibit No.	Description
10.1	Warrant Subscription Agreement.
10.2	Unit Subscription Agreement.
2	Power of Attorney (previously filed).

CUSIP No. 871545109

13D

Page 7 of 8 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: June 25, 2007
	Name: /s/ Corrado De Gasperis, as Attorney-in-Fact

CUSIP No. 871545109

13D

Page 8 of 8 Pages

EXHIBIT INDEX

Exhibit No.	Description
10.1	Warrant Subscription Agreement..
10.2	Unit Subscription Agreement
24.1	Power of Attorney (previously filed).

EX-10 2 exh10-1.htm EXHIBIT 10.1

WARRANT SUBSCRIPTION AGREEMENT

SYMMETRY HOLDINGS INC.

28 West 44th Street, 16th Floor

New York, NY 10036

Ladies and Gentlemen:

Subject to the terms and conditions set forth herein, the undersigned limited partnership hereby irrevocably subscribes for and agrees to purchase, simultaneous with and on the date of the first public announcement (the “Closing Date”) of the proposed acquisition (the “Acquisition”) of Novamerican Steel Inc. (“Northern”) pursuant to an Arrangement Agreement between Symmetry Holdings Inc., a Delaware corporation (the “Company”), 633422 N.B. Ltd., a corporation existing under the laws of the Province of New Brunswick and a newly-formed, wholly-owned indirect subsidiary of the Company, and Northern, a corporation incorporated under the laws of Canada, 1,000,000 warrants (the “Warrants”) to purchase shares of common stock, par value $.0001 per share, of the Company, at an exercise price of $5.50 per share (subject to adjustment), to be issued under either (a) the Warrant Agreement dated as of March 5, 2007 (the “Warrant Agreement”) between the Company and Continental Stock Transfer & Trust Company as Warrant Agent or (b) a warrant agreement that gives the Warrants rights that are substantially identical to the “Private Placement Warrants” as defined in the Warrant Agreement (any such agreement, a “New Warrant Agreement”). The undersigned understands and agrees that the purchase price for each warrant is $1.25, the 20-day trailing trading average through Friday, June 15, 2007, and that the aggregate purchase price for all of the warrants is payable in cash on the Closing Date.

1. Certificates. The undersigned understands and agrees that this subscription is made subject to the condition that the certificates to be issued and delivered on account of this subscription will be issued only in the name of, and delivered only to, the undersigned.

2. Registration Rights. An affiliate of the undersigned has previously entered into a Registration Rights Agreement, dated as of March 5, 2007, with the Company, the undersigned and the other initial stockholders of the Company pursuant to which (a) holders of 20% or more of the shares issued and outstanding prior to the Company’s initial public offering are entitled to make up to two demands that the Company register any or all shares of common stock held by them (including shares issuable upon exercise of warrants sold to them), at any time within 7 years after the date of consummation of the Company’s initial business combination and (b) the Company’s initial stockholders are entitled to “piggyback” registration rights on registration statements that the Company may file subsequent to such consummation of the Company’s initial business combination, with the Company bearing the expenses incurred in connection with the filing of any such registration statement, other than underwriting or selling discounts and commissions. The Warrants purchased hereunder and the shares purchasable upon exercise thereof (collectively the “Securities”) will be deemed “Registrable Securities” pursuant to and as defined in the Registration Rights Agreement (and to the extent practicable, the Warrants will be deemed “Private Placement Warrants” pursuant to and as defined in the Registration Rights

NY01/SHERC/1219809.1

Agreement), and the Registration Rights Agreement may be amended as of the Closing Date as required to effect the same.

3. Warrants. Each Warrant will be exercisable on the later of March 7, 2008 or when the Company consummates its initial business combination and will expire on June 21, 2011 (i.e., four years from the Closing Date) or earlier upon redemption. The Company may deliver unregistered shares of Common Stock upon exercise of the Warrants and will have no liability to any person for delivering any such unregistered shares. Notwithstanding anything contained in the Warrant Agreement or any other agreement to the contrary, in lieu of the payment by the undersigned of the exercise price of any Warrant, the undersigned shall have the right, but not the obligation, to exercise any exercisable but unexercised portion of such Warrant, on a cashless or net exercise basis, as provided in Section 3.6.2 of the Registration Rights Agreement. If the Warrants are made subject to the Warrant Agreement and a New Warrant Agreement is not entered into, then to the extent practicable, the Warrants will be deemed “Private Placement Warrants” under the Warrant Agreement, and the Warrant Agreement may be amended as of the Closing Date as required to effect the same.

4. No Shareholder Approval. It is acknowledged that approval by the Company’s stockholders will not be required under AMEX Rules 712 and 713 because the number of shares of Common Stock of the Company to be issued is less than 20% of the Company’s actually issued and outstanding shares of Common Stock (prior to the investment represented by this Subscription Agreement).

5. Use of Proceeds. The Company shall use the proceeds of this investment towards working capital and general corporate purposes.

6. Representations. The undersigned understands: that it is subscribing for the Warrants without being furnished any offering literature or prospectus; that this transaction has not been approved or disapproved by the Securities and Exchange Commission or any administrative agency charged with the administration of the securities laws of any state; and that all documents, records and books pertaining to this investment have been made available upon reasonable notice for inspection by it or its purchaser representative, counsel, accountant or business advisor. The undersigned hereby represents, warrants and confirms as follows:

(a) all transactions and discussions related to this investment have taken place in the State of New York;

(b) the undersigned understands that (i) the Securities represent a speculative investment which involve a high degree of risk of loss by the undersigned of its investment therein, (ii) there are substantial restrictions on the transferability of the Securities and (iii) no public market for the Securities may develop or, if developed, will continue and, accordingly, it may not be possible to liquidate this investment in case of emergency or to use the Securities as collateral for a loan;

(c) the undersigned (i) is able to bear the economic risks of this investment, (ii) is able to hold this investment for an indefinite period of time, (iii) is presently able to afford a complete loss of this investment and (iv) has no need for liquidity in this investment;

NY01/SHERC/1219809.1

(d) the undersigned has, or the undersigned and its purchaser representative together have, such knowledge and experience in financial and business matters that it is, or it and its purchaser representative together are, capable of evaluating the merits and risks of this investment and of making an informed investment decision;

(e) the undersigned confirms that, in making its decision to subscribe for the Warrants, it has relied solely upon independent investigations made by it or its purchaser representative, if any, and that it and such purchaser representative have been given the opportunity to ask questions of, and to receive answers from, the Company concerning the proposed business, the financial condition, the operating history and the management of the Company and the risks of this investment (to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense);

(f) the Securities will be acquired by it in good faith solely for its own account for investment purposes only and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof;

(g) the undersigned has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge to any person any of the Securities or any part thereof and has no present plans to enter into any such contract, undertaking, agreement or arrangement;

(h) the undersigned understands that the legal consequences of the representations and warranties set forth herein are that it must bear the economic risks of this investment for an indefinite period of time because the Securities have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities law of any state and, therefore, cannot be sold unless they are subsequently so registered (which the Company may not be obligated to do) or an exemption from such registration is available;

(i) the undersigned understands that no federal or state agency has passed on or made any recommendation or endorsement of the Securities and that the Company is relying on the truth and accuracy of the representations, declarations and warranties made herein by the undersigned in offering the Securities for sale to him without having first registered the Securities under the Act and any applicable state securities laws;

(j) the undersigned consents to the placement of a legend on any certificate evidencing the Securities, which legend may be in the following or any equivalent form:

NY01/SHERC/1219809.1

THE SECURITIES REPRESENTED HEREBY, THE UNDERSIGNED REPRESENTED THAT IT HAS ACQUIRED SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY, AND THE UNDERSIGNED AGREED THAT IT WOULD NOT SELL OR OTHERWISE DISPOSE OF SUCH SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE THEREWITH.”

; and

(k) the undersigned is (i) an “accredited investor” as defined in Rule 501(a) under the Act, (ii) is not, and is not required to be, registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and (iii) not purchasing the Warrants as a result of any general solicitation or general advertisement.

The foregoing representations, warranties and undertakings are made by the undersigned with the intent that they be relied upon in determining its suitability as an investor in the Company, and the undersigned hereby agrees that such representations, warranties and undertakings shall survive the purchase of the Securities.

7. Assignment. The undersigned agrees not to assign this Subscription Agreement or any interest herein, and further agrees that any transfer of the Securities shall be effected only in accordance with this Subscription Agreement and all applicable securities laws; provided, that nothing contained herein shall restrict assignment of this Subscription Agreement or transfer of the Securities to (a) another initial stockholder of the Company or (b) any estate, family member, family company or partnership or similar related person of the undersigned, in each case so long as the assignee or transferee agrees to be bound hereby as if such assignee or transferee was the undersigned. No such assignment or transfer shall relieve the undersigned of its obligations hereunder, except that if the undersigned assigns or transfers as permitted hereunder, then it shall be relieved of those obligations assumed by its transferee.

8. Termination. The undersigned agrees that it may not cancel, terminate or revoke this Warrant Subscription Agreement.

9. No Waiver. Notwithstanding any of the representations, warranties, acknowledgments, undertakings or agreements made herein by the undersigned, the undersigned does not hereby or in any other manner waive any rights granted to him under federal or state securities laws.

10. Expenses. Each party will be solely responsible for its own expenses and out-of-pocket fees incurred in connection with this subscription.

11. Governing Law. This Warrant Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York.

12. Entire Agreement. This Warrant Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties hereto.

NY01/SHERC/1219809.1

13. Counterparts. This Warrant Subscription Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all which together shall constitute one and the same instrument. Facsimile signatures shall be as effective as originals.

NY01/SHERC/1219809.1

IN WITNESS WHEREOF, the undersigned limited partnership has executed this Warrant Subscription Agreement as of June 21, 2007.

PLAYFORD HOLDINGS FAMILY LIMITED PARTNERSHIP

Signature: /s/ Gilbert E. Playford

Print Name: Gilbert E. Playford

This Warrant Subscription Agreement is hereby accepted as of June 21, 2007.

SYMMETRY HOLDINGS INC.

Signature: /s/ Corrado De Gasperis

Print Name: Corrado De Gasperis

NY01/SHERC/1219809.1

EX-10 3 exh10-2_1219824.htm EXHIBIT 10-2

UNIT SUBSCRIPTION AGREEMENT

SYMMETRY HOLDINGS INC.

28 West 44th Street, 16th Floor

New York, NY 10036

Ladies and Gentlemen:

Subject to the terms and conditions set forth herein:

Subject to the terms and conditions set forth herein, the undersigned hereby irrevocably subscribes for and agrees to purchase, simultaneous with and on the date of closing (the “Closing Date”) of the proposed acquisition (the “Acquisition”) of Novamerican Steel Inc. (“Northern”) pursuant to an Arrangement Agreement between Symmetry Holdings Inc., a Delaware corporation (the “Company”), 633422 N.B. Ltd., a corporation existing under the laws of the Province of New Brunswick and a newly-formed, wholly-owned indirect subsidiary of the Company, and Northern, a corporation incorporated under the laws of Canada, up to 1,875,000 units (the “Units” and each, a “Unit”), each Unit consisting of (a) one share of common stock, par value $.0001 per share (the “Shares” and each, a “Share”), and (b) one warrant (the “Warrants” and each, a “Warrant”), each Warrant to purchase one Share at an exercise price of $5.50 per share (subject to adjustment), to be issued under either (a) the Warrant Agreement dated as of March 5, 2007 (the “Warrant Agreement”) between the Company and Continental Stock Transfer & Trust Company as Warrant Agent or (b) a warrant agreement that gives the Warrants rights that are substantially identical to the “Private Placement Warrants” as defined in the Warrant Agreement (any such agreement, a “New Warrant Agreement”). The undersigned understands and agrees that the purchase price for each Unit is $8.00 and that the aggregate purchase price of $15,000,000 for all of the Units is payable in cash on the Closing Date.

2. Warrants. Each Warrant will be exercisable on the later of March 7, 2008 or when the Company consummates its initial business combination and will expire 4 years from the issue date or earlier upon redemption. The Company may deliver unregistered shares of Common Stock upon exercise of the Warrants and will have no liability to any person for delivering any such unregistered shares. Notwithstanding anything contained in the Warrant Agreement or any other agreement to the contrary, in lieu of the payment by the undersigned of the exercise price of any Warrant, the undersigned shall have the right, but not the obligation, to exercise any exercisable but unexercised portion of such Warrant, on a cashless or net exercise basis, as provided in Section 3.6.2 of the Registration Rights Agreement. If the Warrants are made subject to the Warrant Agreement and a New Warrant Agreement is not entered into, then to the extent practicable, the Warrants will be deemed “Private Placement Warrants” under the Warrant Agreement, and the Warrant Agreement may be amended as of the Closing Date as required to effect the same.

3. No Shareholder Approval. It is acknowledged that approval by the Company’s stockholders will not be required under AMEX Rules 712 and 713 because the number of shares of Common Stock of the Company to be issued is less than 20% of the Company’s actually issued and outstanding shares of Common Stock (prior to the investment represented by this Subscription Agreement).

4. Use of Proceeds. The Company will use the proceeds of this investment towards the cash purchase price of the Acquisition.

5. Representations. The undersigned understands: that he is subscribing for the Units without being furnished any offering literature or prospectus; that this transaction has not been approved or disapproved by the Securities and Exchange Commission or any administrative agency charged with the administration of the securities laws of any state; and that all documents, records and books pertaining to this investment have been made available upon reasonable notice for inspection by him or his purchaser representative, counsel, accountant or business advisor. The undersigned hereby represents, warrants and confirms as follows:

(a) all transactions and discussions related to this investment have taken place in the State of New York;

(b) the undersigned understands that (i) the Shares, the Warrants and shares of Common Stock purchasable upon exercise of the Warrants (collectively, the “Securities”) represent a speculative investment which involve a high degree of risk of loss by the undersigned of his investment therein, (ii) there are substantial restrictions on the transferability of the Securities and (iii) no public market for the Securities may develop or, if developed, will continue and, accordingly, it may not be possible to liquidate this investment in case of emergency or to use the Securities as collateral for a loan;

(d) the undersigned has, or the undersigned and his purchaser representative together have, such knowledge and experience in financial and business matters that he is, or he and his purchaser representative together are, capable of evaluating the merits and risks of this investment and of making an informed investment decision;

(e) the undersigned confirms that, in making his decision to subscribe for the Purchased Securities, he has relied solely upon independent investigations made by him or his purchaser representative, if any, and that he and such purchaser representative have been given the opportunity to ask questions of, and to receive answers from, the Company concerning the proposed business, the financial condition, the operating history and the management of the Company and the risks of this investment (to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense);

(f) the Securities will be acquired by him in good faith solely for his own account for investment purposes only and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof;

(h) the undersigned understands that the legal consequences of the representations and warranties set forth herein are that he must bear the economic risks of this investment for an indefinite period of time because the Securities have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities law of any state and, therefore, cannot be sold unless they are subsequently so registered (which the Company may not be obligated to do) or an exemption from such registration is available;

(j) the undersigned consents to the placement of a legend on any certificate evidencing the Securities, which legend may be in the following or any equivalent form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION THEREUNDER. THE SALE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED THEREUNDER AND, IN ANY EVENT, IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION THEREUNDER. BY ACQUIRING THE SECURITIES REPRESENTED HEREBY, THE UNDERSIGNED REPRESENTED THAT HE HAS ACQUIRED SUCH SECURITIES FOR INVESTMENT PURPOSES ONLY, AND THE UNDERSIGNED AGREED THAT HE WOULD NOT SELL OR OTHERWISE DISPOSE OF SUCH SECURITIES WITHOUT REGISTRATION OR OTHER COMPLIANCE THEREWITH.”

; and

(k) the undersigned is (i) an “accredited investor” as defined in Rule 501(a) under the Act, (ii) is not, and is not required to be, registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and (iii) not purchasing the Units as a result of any general solicitation or general advertisement.

The foregoing representations, warranties and undertakings are made by the undersigned with the intent that they be relied upon in determining his suitability as an investor in the

Company, and the undersigned hereby agrees that such representations, warranties and undertakings shall survive the purchase of the Securities.

6. Transfer of Securities. The undersigned agrees that he may not transfer any of the Securities prior to 2 years after the issue date; provided, that nothing contained herein shall restrict transfer of the Securities to any estate, family member, family company or partnership or similar related person of the undersigned, in each case so long as the transferee agrees to be bound hereby as if such transferee was the undersigned. The undersigned agrees that any transfer of the Securities shall be effected only in accordance with this Subscription Agreement and all applicable securities laws. No such transfer shall relieve the undersigned of his obligations hereunder, except that if the undersigned transfers as permitted hereunder, then he shall be relieved of those obligations assumed by his transferee.

7. Assignment. The undersigned agrees not to assign this Subscription Agreement or any interest herein; provided, that nothing contained herein shall restrict assignment of this Subscription Agreement to (a) another stockholder of the Company, (b) any estate, family member, family company or partnership or similar related person of the undersigned, or (c) others in each case so long as the assignee agrees to be bound hereby as if such assignee was the undersigned and provided, further, an assignment shall require the Company’s prior approval (not to be unreasonably withheld or delayed) of the assignee in the Company’s reasonable discretion. Notwithstanding, the Company shall not approve any assignment that would result in the failure of the issuance of the Securities hereunder to be exempt from registration under the Securities Act. No such assignment shall relieve the undersigned of his obligations hereunder, except that if the undersigned assigns as permitted hereunder, then he shall be relieved of those obligations assumed by his assignee.

8. Termination. The undersigned agrees that he may not cancel, terminate or revoke this Subscription Agreement.

10. Expenses. Each party will be solely responsible for its own expenses and out-of-pocket fees incurred in connection with this subscription.

11. Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York.

12. Entire Agreement. This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties hereto.

13. Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all which together shall constitute one and the same instrument. Facsimile signatures shall be as effective as originals.

IN WITNESS WHEREOF, the undersigned individual has executed this Subscription Agreement as of June 21, 2007.

Signature: /s/ Gilbert E. Playford

Print Name: Gilbert E. Playford

This Subscription Agreement is hereby accepted as of June 21, 2007.

SYMMETRY HOLDINGS INC.

Signature: /s/ Corrado De Gasperis

Print Name: Corrado De Gasperis