0000932440-08-000539.txt : 20080814 0000932440-08-000539.hdr.sgml : 20080814 20080814172110 ACCESSION NUMBER: 0000932440-08-000539 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080814 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVAMERICAN STEEL INC. CENTRAL INDEX KEY: 0001362614 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 204790836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1124 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82742 FILM NUMBER: 081020507 BUSINESS ADDRESS: STREET 1: 1050 UNIVERSITY AVENUE CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 781-762-0123 MAIL ADDRESS: STREET 1: 1050 UNIVERSITY AVENUE CITY: NORWOOD STATE: MA ZIP: 02062 FORMER COMPANY: FORMER CONFORMED NAME: Symmetry Holdings Inc DATE OF NAME CHANGE: 20060512 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: 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 1 sc13-d_1301958.htm SCHEDULE 13D

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)

Novamerican Steel Inc.

(Name of Issuer)

Warrants

(Title of Class of Securities)

66986M 118

(CUSIP Number)

Gilbert E. Playford

Novamerican Steel Inc.

1050 University Avenue

Norwood, MA 02062

781-762-0123

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 12, 2008

(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

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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 637,416
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 637,416
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 637,416
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14.	TYPE OF REPORTING PERSON IN

CUSIP No. 66986M 118

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Item 1.

Security and Issuer.

This Schedule 13D relates to warrants (the “Warrants”) to purchase one share of common stock, par value $0.001 per share (the “Common Stock”) per Warrant issued by Novamerican Steel Inc., f/k/a Symmetry Holdings Inc. (the “Issuer”). The Issuer’s principal executive office is located at 1050 University Avenue, Norwood, MA 02062.

Item 2.

Identity and Background.

	(a)	This Schedule 13D is being filed by Gilbert E. Playford. (“Playford”).
	(b)	The business address of Playford is 1050 University Avenue, Norwood, MA 02062.
	(c)	Playford indirectly beneficially owns warrants to purchase 238,235 shares of Common Stock owned by the Cheryle Darlene Playford Revocable Trust (the “Spouse Trust”), a revocable trust of which Playford’s spouse is the sole trustee, and warrants to purchase 399,181 shares of Common Stock owned by the Gilbert E. Playford Revocable Trust (the “Trust”), a revocable trust of which Playford is the settlor and sole trustee. Playford is the non-executive Chairman of the Issuer, 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.

From August 8, 2008 through August 12, 2008, Playford indirectly acquired warrants to purchase 238,235 shares of Common Stock acquired by the Cheryle Darlene Playford Revocable Trust (the “Spouse Trust”), of which Playford’s spouse is the sole trustee, and warrants to purchase 399,181 shares of Common Stock acquired by the Trust. Each of the acquisitions described above was made on the open market at then-prevailing prices ranging from $.60-$.68 per warrant. The Spouse Trust financed the acquisition from funds contributed by Playford’s spouse through the use of her personal funds and the Trust financed the acquisition from funds contributed by Playford through the use of his personal funds. See Item 5 below.

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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 the acquisition of shares underlying Warrants directly or indirectly owned by him as of the date hereof;
	(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 indirect beneficial owner of 637,416 Warrants, over which he has shared voting and shared dispositive power, through the ownership of such Warrants by the Trust and the Spouse Trust, as more fully described in Item 2(c) and Item 3 above. The 637,416 Warrants beneficially owned by Playford represent 5.4% of the issued and outstanding Warrants, based on 11,740,625 warrants issued and outstanding at August 12, 2008.

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

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Entity	Date	Amount Sold	Price Per Share	Where and How Effected
Spouse Trust	08/08/2008	150,000 warrants	$.60	Open Market Purchase
Spouse Trust	08/12/2008	88,235 warrants	$.68	Open Market Purchase
Trust	08/11/2008	22,083 warrants	$.66	Open Market Purchase
Trust	08/11/2008	917 warrants	$.60	Open Market Purchase
Trust	08/11/2008	3,000 warrants	$.64	Open Market Purchase
Trust	08/12/2008	1,650 warrants	$.63	Open Market Purchase
Trust	08/12/2008	35,000 warrants	$.66	Open Market Purchase
Trust	08/12/2008	336,531 warrants	$.68	Open Market Purchase

Item 6.

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

None.

Item 7.

Material to be Filed as Exhibits.

Exhibit No.	Description
24.1	Power of Attorney.

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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: August 14, 2008	/s/ Karen G. Narwold
	Name: Karen G. Narwold Title: Attorney-in-Fact

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EXHIBIT INDEX

Exhibit No.	Description
24.1	Power of Attorney.

EX-24 2 ex24-1.htm EXHIBIT 24.1

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;

(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