**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 20-F/A**

**(Amendment No. 1)**

 

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year endedNovember 26, 2005**

 

**Commission file number:#000-29506**

 

**NOVAMERICAN STEEL INC.**

(Exact Name of Registrant asSpecified in its Charter)

 

**Canada**

(Jurisdiction of Incorporationor Organization)

 

**6001 Irwin Street, LaSalle,Québec, Canada H8N 1A1**

(Address of Principal ExecutiveOffices)

 

Securitiesregistered or to be registered pursuant to Section 12(b) of the Act:

 

**NONE**

 

Securitiesregistered or to be registered pursuant to Section 12(g) of the Act:

 

**Common Shares, without nominalor par value**

(Title of Class)

 

Securitiesfor which there is a reporting obligation pursuant to Section 15(d) of theAct:

 

**NONE**

 

Indicatethe number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of November 26, 2005

 
| **10,156,226** | ** ** | **Common Shares**    |
|----------------|------------|----------------------|
| **-0-**        | ** ** | **Preferred Shares** |

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Act.

 

Yes  o                                                           No  ý

 

If thisreport is an annual or transition report, indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934.

 

Yes  o                                                           No  ý

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

 

Yes  ý                                                           No  o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b of the Exchange Act.  (Checkone):

 

| Large Accelerated Filer  o |   | Accelerated Filer  o |   | Non-Accelerated Filer  ý |
|---------------------------------|--------|---------------------------|--------|------------------------------------|

 

Indicate by check mark which financial statement item the registranthas elected to follow.

 

| Item 17   o |   | Item 18   ý |   | ** ** |
|------------------|--------|-----------------------|--------|------------|

 

If this isan annual report, indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act).

 

| Yes  o |   | No  ý |   | ** ** |
|-------------|--------|-----------------|--------|------------|

 

 

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**EXPLANATORY NOTE**

 

ThisForm 20-F/A is being filed by Novamerican Steel Inc. (the “Company”)as Amendment No. 1 to its Annual Report on Form 20-F filed onFebruary 24, 2005 (the “Form 20-F”). The purpose of this Amendment No. 1 is (i) to amend and restate theinformation under the sub-heading “Board Committees” in Item 6 in order toclarify the Company’s exemption from NASDAQ rules concerning the makeup of itsnominating and compensation committees; and (ii) to amend and restate theinformation under the sub-heading “Major Shareholders” in Item 7 in order to correctthe number of shares of the Company’s Common Stock held by Fidelity Management& Research Company.  ThisForm 20-F/A does not change the other disclosures set forth in theForm 20-F as originally filed and, except as expressly indicated herein,does not reflect events occurring after or provide information subsequent to,the original filing date of the Form 20-F.

 

**STATEMENT ON FORWARD-LOOKING INFORMATION**

 

Except for the statements of historical fact contained herein, theinformation under the headings “Information on the Company,” “Operating andFinancial Review and Prospects,” “Quantitative and Qualitative Disclosuresabout Market Risk” and elsewhere in this Form 20-F Annual Report constitutes “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Actof 1995.  When used in this document, thewords “anticipate,” “expect,” “believe,” “estimate,” “project” and similarexpressions are intended to identify forward-looking statements.  Such statements are subject to certain risks,uncertainties and assumptions, including those identified in the sectioncaptioned “Key Information – Risk Factors.” Should one or more of these risks or uncertainties materialize, orshould underlying assumptions prove incorrect, actual results may varymaterially from those anticipated, expected, believed, estimated orprojected.  We undertake no obligation topublicly release, furnish or file the result of any revision to theforward-looking statements herein that may be made to reflect events orcircumstances after the date hereof or to reflect the occurrence ofunanticipated events.

 

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**PART I**

 

**ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**

 

**Board Committees**

 

To date, our board of directors has established three committees:

 

•  aCompensation Committee, which is currently comprised of Messrs D. Bryan Jones,John LeBoutillier and Alexander Adam, and whose purpose is to makerecommendations concerning salaries and incentive compensation for executiveofficers and to administer our share option plan.  The Company is exempt from the NasdaqMarketplace Rule 4350(c)(3) requirement that its Compensation Committee becomprised entirely of independent directors because the Company is a “controlledcompany” within the meaning of Nasdaq Marketplace Rule 4350(c)(5) as a resultof Mr. D. Bryan Jones’ beneficial ownership of more than 50% of the Company’scommon shares;

 

•  anAudit Committee, which is currently comprised of Messrs John LeBoutillier,Alexander Adam and Robert Panet-Raymond, and whose purpose is to review ourannual and quarterly results, our communications with shareholders, the scopeof the audit and other services provided by our independent auditors and torecommend to the board the selection and remuneration of the auditors, andwhich operates in accordance with the terms of a charter that complies with theNasdaq’s listing standards; and

 

•  aNominating Committee, which is currently comprised of Messrs D. Bryan Jones,Christopher H. Pickwoad and John LeBoutillier, and whose purpose is to adviseand make recommendations to the board of directors concerning the selection ofcandidates as nominees for directors.  TheCompany is exempt from the Nasdaq Marketplace Rule 4350(c)(4) requirement thatits Nominating Committee be comprised entirely of independent directors becausethe Company is a “controlled company” within the meaning of Nasdaq MarketplaceRule 4350(c)(5) as a result of Mr. D. Bryan Jones’ beneficial ownership of morethan 50% of the Company’s common shares.

 

#### **ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**

 

**Major Shareholders**

 

The following table sets forth certain information with respect to theownership of the common shares as of February 22, 2006 (except as noted below)by each person or entity known by us to beneficially own more than 5% of thecommon shares. Unless otherwise indicated, the persons named below have thesole voting and investment power with respect to the number of common sharesset forth opposite their names.  None ofthese persons has different voting rights from any other holders of commonshares.

 
| **Names of Beneficial Owners** | ** ** | **Number of Common Shares  Beneficially Owned** | ** ** | **Ownership Percentage** | ** ** |
|-----------------------------------------------|------------|---------------------------------------------------------------------|------------|-------------------------------|------------|
|                                          |       |                                                                |       |                          |       |
| D. Bryan  Jones                               |       | 5,675,426                                                           | (a)        | 54.3                          | %          |
| Scott B. Jones                                |       | 1,385,282                                                           | (b)        | 13.3                          | %          |
| Fidelity Management & Research Company    |       | 1,250,000                                                           | (c)        | 12.3                          | %          |

 

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(a)                                  Includes 4,491,669 shares owned by 3349942Canada Inc., a Canadian corporation, all the shares of which are owned byD. Bryan Jones and the Jones Family Trust (a trust established under thelaws of the Province of Ontario), and 910,217 shares owned by 3414116 CanadaInc., a wholly-owned subsidiary of 3349942 Canada Inc. and 33,136 shares ownedby 4273281 Canada Inc., a Canadian corporation, all the shares of whichare owned by 3414116 Canada Inc. and 3414124 Canada Inc.

 

(b)                                 Includes 1,104,966 shares owned by 3195538Canada Inc., a Canadian corporation, all the shares of which are owned by ScottB. Jones and 257,935  shares owned by 3414124 Canada Inc., a wholly-ownedsubsidiary of 3195538 Canada Inc. and 6,136 shares owned by 4273281 CanadaInc., a Canadian corporation, all the shares of which are owned by 3414116Canada Inc. and 3414124 Canada Inc.

 

(c)                                  As of December 31, 2005, based solely onthe most recent Schedule 13G/A filed by FMR Corp. et al. on February 14,2006.

 

Webelieve that over 70% of our common shares are held in Canada and less than 30%of our common shares are held in theUnited States.  We estimate that we have13 holders of record in Canada.

 

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We are not aware of any arrangements at this time, the result of whichmay at a subsequent date result in a change in control.

 

**ITEM 19**** ****EXHIBITS**

 
| **Exhibit No.** | ** ** | **Description of Exhibit**                                                                                                                                               |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 12.1                 |       | Certification  of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002.                                                                         |
|                 |       |                                                                                                                                                                               |
| 12.2                 |       | Certification  of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002.                                                                         |
|                 |       |                                                                                                                                                                               |
| 13.1                 |       | Certification  of Chief Executive Officer Pursuant to Title 18, United States Code,  Section 1350 as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |
|                 |       |                                                                                                                                                                               |
| 13.2                 |       | Certification  of Chief Financial Officer Pursuant to Title 18, United States Code,  Section 1350 as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |

 

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**SIGNATURES**

 

TheRegistrant hereby certifies that it meets all of the requirements for filing onForm 20-F and that it has duly caused and authorized the undersignedto sign this Amendment No. 1 on its behalf.

 
|                  |   | NOVAMERICAN STEEL INC.                                                        |
|-----------------------|--------|-------------------------------------------------------------------------------|
|                  |   |                                                                          |
| Dated: March 23, 2006 | By:    | */s/ Christopher H. Pickwoad*                                                 | * * |
|                  |   | Christopher H. Pickwoad  Chief Financial Officer and Executive Vice President |

 

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