##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from                  to

Commission File Number
333-150749





AGY HOLDING CORP.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-0420637                          
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification Number)

2556 Wagener Road

Aiken, South Carolina 29801

(Address of Principal Executive Offices)
(Zip Code)

Registrants telephone number, including area code: (888) 434-0945





Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act.    Yes  x    No   ̈

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

The registrant is privately held. There is no trading in its common equity, and therefore an aggregate market value of common stock of
the registrant based on sales or bid and asked prices is not determinable.

The total number of shares of the
registrants common stock, par value $0.01 per share, outstanding as of March 30, 2012 was 100.









---

##### Table of Contents

Table of Contents

AGY HOLDING CORP.

INDEX



|                                                 |  | 
|------------------------------------------------ |  | 
|PART IV                                          |  | 
|Item 15. Exhibits, Financial Statement
Schedules |  | 
|SIGNATURES                                       |  | 
|Exhibit 31.1                                     |  | 
|Exhibit 31.2                                     |  | 

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of AGY Holding Corp., a Delaware corporation (the Company) for the fiscal year ended
December 31, 2011, originally filed with the Securities and Exchange Commission on March 30, 2012 (the Original Filing). This Amendment is being filed as an exhibit-only filing solely to furnish amended certifications by the
Companys principal executive officer and principal financial officer, which are amended to include the full text in Exhibits 31.1 and 31.2 in accordance with Item 601(b)(31) of Regulation S-K.

This Amendment should be read in conjunction with the Original Filing. Except as described above, no attempt has been made in this
Amendment to modify or update any other items or disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by
subsequent events.



---

##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



|(a) | Financial Statements
|--- | --------------------

The
financial statements are filed as part of the Annual Report on Form 10-K under Item 8  Financial Statements.



|(b) | Financial Statement Schedules
|--- | -----------------------------

Financial statement schedules have been omitted because they are either not required, not applicable, or the information is presented in the Consolidated Financial Statements and the notes thereto in
Item 8 of the Form 10-K.



|(c) | Exhibits
|--- | --------



|            |  |                                                                                                                                                                                                                                                                         
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                             
|            | 
|3.1         |  | Restated Certificate of Incorporation of AGY Holding Corp. (incorporated by reference to Exhibit 3.1 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                               
|            | 
|3.2         |  | By-laws of AGY Holding Corp. (incorporated by reference to Exhibit 3.2 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                                                             
|            | 
|3.3         |  | Certificate of Formation of AGY Aiken LLC (incorporated by reference to Exhibit 3.3 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                                                
|            | 
|3.4         |  | Limited Liability Company Agreement of AGY Aiken LLC (incorporated by reference to Exhibit 3.4 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                                     
|            | 
|3.5         |  | Certificate of Formation of AGY Huntingdon LLC (incorporated by reference to Exhibit 3.5 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                                           
|            | 
|3.6         |  | Limited Liability Company Agreement of AGY Huntingdon LLC (incorporated by reference to Exhibit 3.6 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                                
|            | 
|4.1         |  | Indenture, dated as of October 25, 2006 among AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC, and U.S. Bank National Association, as trustee (incorporated by reference to
Exhibit 4.1 of Form S-4 (File No. 333-150749) filed May 8, 2008)                       
|            | 
|4.2         |  | First Supplemental Indenture dated as of March 28, 2008 by and among AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC, and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.2 of Form S-4 (File No. 333-150749) filed May 8, 2008)
|            | 
|4.3         |  | Registration Rights Agreement dated as of October 25, 2006 by and among AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC and UBS Securities LLC (incorporated by reference to
Exhibit 4.3 of Form S-4 (File No. 333-150749) filed May 8, 2008)                      
|            | 
|4.4         |  | Form of 11% Senior Second Lien Notes due 2014 (incorporated by reference to Exhibit 4.4 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                                            
|            | 
|4.5         |  | Security Agreement dated as of October 25, 2006 among AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC, and U.S. Bank National Association, as collateral agent (incorporated by
reference to Exhibit 4.5 of Form S-4 (File No. 333-150749) filed May 8, 2008)      
|            | 
|4.6         |  | Shareholders Agreement dated June 10, 2009 by and among Grace Technology Investment Co., Ltd., AGY (Cayman) and Main Union Industrial Ltd. (incorporated by reference to
Exhibit 10.5 of Form 10-Q (File No. 333-150749) filed August 19, 2009)                        



---

##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|4.7         |  | Amended and Restated Loan and Security Agreement dated as of March 8, 2011, among AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC, as borrowers, the Lenders party thereto
from time to time, Bank of America, N.A., a national banking association, as Administrative Agent and UBS Securities LLC, as Documentation Agent (incorporated by reference to Exhibit 10.1 of Form 8-K (File No. 335-150749) filed March 14,
2011)                           
|            | 
|4.8         |  | First Amendment to the Amended and Restated Loan and Security Agreement dated as of December 15, 2011, among AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC, as borrowers, the
Lenders party thereto from time to time, Bank of America, N.A., a national banking association, as Administrative Agent and UBS Securities LLC, as Documentation Agent (incorporated by reference to Exhibit 4.8 of Form 10-K (File No. 333-150749) filed
March 30, 2012)
|            | 
|4.9         |  | Second Amendment to the Amended and Restated Loan and Security Agreement dated as of February 6, 2012, among AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC, as borrowers, the
Lenders party thereto from time to time, Bank of America, N.A., a national banking association, as Administrative Agent and UBS Securities LLC, as Documentation Agent (incorporated by reference to Exhibit 4.9 of Form 10-K (File No. 333-150749) filed
March 30, 2012)
|            | 
|4.10        |  | Intercreditor Agreement dated as of October 25, 2006 among AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC, KAGY Holding Company, Inc., UBS AG, Stamford Branch, collateral
agent, and U.S. Bank National Association, as trustee and noteholder collateral agent (incorporated by reference to Exhibit 10.8 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                        
|            | 
|4.11        |  | Form of Stockholders Agreement dated as of April 7, 2006 by and among KAGY Holding Company, Inc., AGY Holding Corp., as successor by merger to KAGY Acquisition Corp., and certain
stockholders of KAGY Holdings Corp. party thereto (incorporated by reference to Exhibit 10.16 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                                         
|            | 
|4.12        |  | Reaffirmation of Intercreditor Agreement dated as of March 8, 2011 among AGY Holding Corp., AGY Aiken LLC, AGY Huntingdon LLC, KAGY Holding Company, Inc., U.S. Bank National
Association, as trustee and noteholder collateral agent and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 4.14 of Form 10-K (File 333-150749) filed March 31, 2011)                                                                      
|            | 
|10.1        |  | Management Agreement dated as of April 7, 2006 by and among KAGY Holding Company, Inc., AGY Holding Corp., as successor by merger to KAGY Acquisition Corp., and Kohlberg &
Company, LLC (incorporated by reference to Exhibit 10.15 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                                                                                     
|            | 
|10.2        |  | Amended and Restated Employment Agreement dated effective as of April 7, 2006 by and between KAGY Holding Company, Inc., AGY Holding Corp. and Douglas J. Mattscheck (incorporated by
reference to Exhibit 10.18 of Form S-4 (File No. 333-150749) filed May 8, 2008)*                                                                                                                                                                                        
|            | 
|10.3        |  | Employment Agreement dated effective as of April 7, 2006 by and between KAGY Holding Company, Inc., AGY Holding Corp. and Catherine Cuisson (incorporated by reference to Exhibit
10.20 of Form S-4 (File No. 333-150749) filed May 8, 2008)*                                                                                                                                                                                                                 
|            | 
|10.4        |  | Employment Offer Letter dated as of December 8, 2004 between AGY Holding Corp. and Dennis Rexroad (incorporated by reference to Exhibit 10.21 of Form S-4 (File No. 333-150749) filed
May 8, 2008)*                                                                                                                                                                                                                                                           
|            | 
|10.5        |  | First Amendment to Employment Offer Letter dated effective as of April 7, 2006 by and between KAGY Holding Company, Inc., AGY Holding Corp. and Dennis Rexroad (incorporated by
reference to Exhibit 10.22 of Form S-4 (File No. 333-150749) filed May 8, 2008)*                                                                                                                                                                                              
|            | 
|10.6        |  | Employment Offer Letter dated as of December 10, 2004 between AGY Holding Corp. and Drew Walker (incorporated by reference to Exhibit 10.23 of Form S-4 (File No. 333-150749) filed
May 8, 2008)*                                                                                                                                                                                                                                                             



---

##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.7        |  | First Amendment to Employment Offer Letter dated effective as of April 7, 2006 by and between KAGY Holding Company, Inc., AGY Holding Corp. and Drew Walker (incorporated by
reference to Exhibit 10.24 of Form S-4 (File No. 333-150749) filed May 8, 2008)*                                                                                                                              
|            | 
|10.8        |  | Employment Offer Letter dated as of May 4, 2010 between KAGY Holdings, Inc. and C. Steven Smoot (incorporated by reference to Exhibit 10.2 of Form 10-Q (File 333-150749) filed
August 16, 2010)*                                                                                                                                                                                          
|            | 
|10.9        |  | Employment Agreement dated effective as of January 17, 2012 between KAGY Holding Company, Inc., AGY Holding Corp. and Drew Walker (incorporated by reference to Exhibit 10.9 of Form
10-K (File No. 333-150749) filed March 30, 2012)*                                                                                                                                                     
|            | 
|10.10       |  | Separation Agreement dated as of December 23, 2011 by and between KAGY Holding Company, Inc., AGY Holding Corp. and Douglas J. Mattscheck (incorporated by reference to Exhibit 10.10
of Form 10-K (File No. 333-150749) filed March 30, 2012)*                                                                                                                                            
|            | 
|10.11       |  | KAGY Holding Company, Inc. Severance Plan adopted as of April 7, 2006 (incorporated by reference to Exhibit 10.26 of Form S-4 (File No. 333-150749) filed May 8,
2008)*                                                                                                                                                                                                                    
|            | 
|10.12       |  | KAGY Holding Company, Inc. 2006 Stock Option Plan (incorporated by reference to Exhibit 10.27 of Form S-4 (File No. 333-150749) filed May 8, 2008)*                                                                                                                                                                                                                                        
|            | 
|10.13       |  | Form of Stock Option Grant under the KAGY Holding Company, Inc. 2006 Stock Option Plan (incorporated by reference to Exhibit 10.28 of Form S-4 (File No. 333-150749) filed May 8,
2008)*                                                                                                                                                                                                   
|            | 
|10.14       |  | Amended and Restated Supply Agreement, dated as of May 1, 2006, between Nouveau Verre Holdings LLC, Porcher Industries, S.A., BGF Industries, Inc., Chavanoz S.A., Shanghai
 Porcher Industries, Sovoutri S.A., Fothergill P.L.C., The Other Affiliates of Porcher, and AGY Holdings Corp (incorporated by reference to Exhibit 10.29 of Form S-4 (File No. 333-150749) filed May 8, 2008)
|            | 
|10.15       |  | Amended and Restated Alloy Services Agreement, dated as of September 16, 2003, by and between Advanced Glassfiber Yarns LLC and Owens Corning (incorporated by reference to Exhibit
10.30 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                                                                                             
|            | 
|10.16       |  | Amendment No. 1 to Amended and Restated Alloy Services Agreement, dated as of November 26, 2006, by and between AGY Holding Corp., as successor-in-interest to Advanced Glassfiber
Yarns LLC, and Owens Corning (incorporated by reference to Exhibit 10.31 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                           
|            | 
|10.17       |  | Amendment No. 2 to Amended and Restated Alloy Services Agreement, dated as of October 26, 2007, by and between AGY Holding Corp., as successor-in-interest to Advanced Glassfiber
Yarns LLC, and Owens Corning (incorporated by reference to Exhibit 10.32 of Form S-4 (File No. 333-150749) filed May 8, 2008)                                                                            
|            | 
|10.18       |  | Sale and Purchase Agreement by and among Grace Technology Investment Co., Ltd., Grace THW Holding Limited, and AGY (Cayman) dated as of March 12, 2009 (incorporated by reference to
Exhibit 10.34 of Form 10-K (File No. 333-150749) filed March 25, 2009)                                                                                                                                
|            | 
|10.19       |  | Framework Agreement by and among Grace THW Holding Limited, Grace Technology Investment Co., Ltd., AGY Holding Corp., AGY (Cayman), Main Union Industrial Ltd., and Shanghai Grace
Technology Co., Ltd., dated as of March 12, 2009 (incorporated by reference to Exhibit 10.35 of Form 10-K (File No. 333-150749) filed March 25, 2009)                                                   
|            | 
|10.20       |  | Option Agreement dated June 10, 2009 by and among Grace Technology Investment Co., Ltd., AGY (Cayman) and Main Union Industrial Ltd. (incorporated by reference to Exhibit 10.5 of
Form 10-Q (File No. 333-150749) filed August 19, 2009)**                                                                                                                                                
|            | 
|10.21       |  | Master Lease Agreement dated September 28, 2009 by and between DB Energy Trading LLC and AGY Holding Corp. (incorporated by reference to Exhibit 10.1 of Form 10-Q (File No.
333-150749) filed November 13, 2009)**                                                                                                                                                                        



---

##### Table of Contents

|            |  |                                                                                                                                                                                               
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                   
|            | 
|12.1        |  | Statements re: Computations of Ratios (incorporated by reference to Exhibit 12.1 of Form 10-K (File No. 333-150749) filed March 30, 2012)                                                     
|            | 
|14.1        |  | Code of Business Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 of Form 10-K (File No. 333-150749) filed March 25, 2009)                                              
|            | 
|16.1        |  | Letter dated January 26, 2010 from Deloitte & Touche LLP (incorporated by reference to Exhibit 16.1 of Form 8-K (File No. 333-150749) filed January 26, 2010)                                 
|            | 
|21.1        |  | Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of Form 10-K (File No. 333-150749) filed March 30, 2012)                                                               
|            | 
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer                                                                                                                        
|            | 
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer and Principal Accounting Officer                                                                                       
|            | 
|32.1        |  | Section 1350 Certification of Principal Executive Officer (incorporated by reference to Exhibit 32.1 of Form 10-K (File No. 333-150749) filed March 30, 2012)                                 
|            | 
|32.2        |  | Section 1350 Certification of Principal Financial Officer and Principal Accounting Officer (incorporated by reference to Exhibit 32.2 of Form 10-K (File No. 333-150749) filed
March 30, 2012)
|            | 
|101.INS     |  | XBRL Instance Document (incorporated by reference to Exhibit 101.INS of Form 10-K (File No. 333-150749) filed March 30, 2012)                                                                 
|            | 
|101.SCH     |  | XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH of Form 10-K (File No. 333-150749) filed March 30, 2012)                                                
|            | 
|101.CAL     |  | XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL of Form 10-K (File No. 333-150749) filed March 30, 2012)                                  
|            | 
|101.DEF     |  | XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF of Form 10-K (File No. 333-150749) filed March 30, 2012)                                   
|            | 
|101.LAB     |  | XBRL Taxonomy Label Linkbase Document (incorporated by reference to Exhibit 101.LAB of Form 10-K (File No. 333-150749) filed March 30, 2012)                                                  
|            | 
|101.PRE     |  | XBRL Taxonomy Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE of Form 10-K (File No. 333-150749) filed March 30, 2012)                                           



|* | Management contract.
|- | --------------------

| | Filed herewith.
|- | ---------------

|** | This exhibit was filed separately with the Securities and Exchange Commission pursuant to an application for confidential treatment. The confidential portions have been
omitted and have been marked with an asterisk.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Aiken, State of South Carolina, on the 14thday of September, 2012.



AGY HOLDING CORP.
(Registrant)By:

/s/ Richard C. JenkinsRichard C. JenkinsInterim Chief Executive Officer