UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended June 30,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-34420
 Globe Specialty Metals,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-2055624(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)  One Penn Plaza
    250 West 34th Street, Suite 2514
    New York, NY 10119
 (Address of principal executive
    offices, including zip code)
  (212) 798-8100
    (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon stock, $0.0001 par value

The NASDAQ Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  o þ
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting company o   Rule 12b-2 o þ
  over-the-counter
    DOCUMENTS
    INCORPORATED BY REFERENCE
  None.




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Globe
    Specialty Metals, Inc.
  PageNo.PART ISpecial Note Regarding Forward-Looking Statements


11

Business


21A

Risk Factors


111B

Unresolved Staff Comments


212

Properties


213

Legal Proceedings


214

Submission of Matters to a Vote of Security Holders


22PART II5

Market for the Registrants Common Equity, Related
    Stockholder Matters and Issuer Purchases of Equity Securities


236

Selected Financial Data


247

Managements Discussion and Analysis of Financial Condition
    and Results of Operations


267A

Quantitative and Qualitative Disclosures About Market Risk


468

Financial Statements and Supplementary Data


499

Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


509A

Controls and Procedures


509B

Other Information


50PART III10

Directors, Executive Officers and Corporate Governance


5111

Executive Compensation


5512

Security Ownership of Certain Beneficial Owners and Management
    Related Stockholder Matters


7013

Certain Relationships and Related Transactions, and Director
    Independence


7314

Principal Accountant Fees and Services


74PART IV15

Exhibits and Financial Statement Schedules


75Signatures


77




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PART I Special
    Note Regarding Forward-Looking Statements  Form 10-K
  
    the anticipated benefits and risks associated with our business
    strategy;
    our future operating results and the future value of our common
    stock;
    the anticipated size or trends of the markets in which we
    compete and the anticipated competition in those markets;
    our ability to attract customers in a cost-efficient manner;
    our ability to attract and retain qualified management personnel;
    our future capital requirements and our ability to satisfy our
    capital needs;
    the potential for additional issuances of our securities; and
    the possibility of future acquisitions of businesses or assets.    
    the historic cyclicality of the metals industry and the
    attendant swings in market price and demand;
    increases in energy costs and the effect on our cost of
    production;
    disruptions in the supply of power;
    availability of raw materials or transportation;
    cost of raw material inputs and our ability to pass along those
    costs to customers;
    the concentration of our sales to a limited number of customers
    and the potential loss of a portion of sales to those customers;
    changes in laws protecting U.S. companies from foreign
    competition;
    integration and development of prior and future acquisitions; and
    other risks described from time to time in our filings with the
    United States Securities and Exchange Commission (SEC),
    including the risks discussed under the heading Risk
    Factors in this Annual Report.  Form 10-K
 1




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Item 1.
    Business  Overview
  by-products
      Business
    segments
  Globe
    Metallurgical, Inc. (GMI)
    Globe
    Metais Industria e Comercio S.A. (Globe Metais)
    Globe
    Metales S.A. (Globe Metales)
    Solsil,
    Inc. (Solsil)
   2




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Other
  Ningxia Yonvey Coal Industrial Co., Ltd.
    (Yonvey).
  Ultracore Polska Sp.z.o.o (UCP).
    Products
    and Operations
    
 3




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Customers
    and Markets
    Quarter EndedJune 30,


March 31,


December 31,


September 30,


June 30,


March 31,


December 31,


September 30,2009


2009


2008


2008


2008


2008


2007


2007(Unaudited)Shipments (MT)(a)Silicon metal


20,088



18,564



28,674



33,135



39,292



39,839



35,952



30,592Silicon-based alloys


12,094



9,762



15,572



22,126



17,166



18,066



16,398



17,101Total


32,182



28,326



44,246



55,261



56,458



57,905



52,350



47,693Average selling price ($/MT)Silicon metal

$
2,594


$
2,563



2,539



2,567



2,520



2,366



2,053



2,033Silicon-based alloys


2,044



2,471



2,542



2,393



1,795



1,547



1,423



1,359Silicon metal and silicon-based alloys


2,388



2,531



2,540



2,497



2,300



2,110



1,856



1,791     (a)
    
    Shipments and average selling price exclude silica fume, other
    by-products and electrodes.      Silicon
    Metal
         4




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Silicon-Based
    Alloy Products
            year-to-year
  By-Products
   5




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Raw
    Material Supply
      Sales and
    Marketing Activities
          Competition
   6




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Competitive
    Strengths
    
    Leading Market Positions.  We hold leading
    market shares in a majority of our products. When our Niagara
    Falls facility operates at full production, our capacity will be
    approximately 186,400 MT of silicon metal annually, which we
    believe will represent approximately 18% total Western World
    capacity, including 61% capacity in North America. We estimate
    that we have approximately 20% Western World capacity for
    magnesium ferrosilicon, including 50% capacity in North America
    and are one of only six suppliers of calcium silicon in the
    Western World (with estimated 18% capacity). We believe that we
    are also a leader in the development and commercialization of
    UMG, which is becoming an important material in the production
    of photovoltaic (solar) cells.
    Low Cost Producer.  We have been recognized by
    CRU as the lowest average operating cost large silicon metal
    producer in the Western World. Currently, CRU lists four of our
    silicon metal manufacturing facilities as being among CRUs
    eight most cost efficient silicon metal manufacturing facilities
    in the Western World, including three of the top four.
    Highly Variable Cost Structure.  We operate
    with a largely variable cost of production and have the ability
    to rapidly turn furnaces on and off to react to changes in
    customer demand. In response to the recent drop in demand we
    were able to quickly idle our Selma, Alabama facility and idle
    certain furnaces at other facilities. We have the ability to
    quickly re-start furnaces as customer demand returns.
    Long-Term Power Contracts.  We also believe
    that we have a cost advantage in our long-term power supply
    contracts which provide a significant portion of our power
    needs. These power supply contracts result in stable, favorably
    priced, long-term commitments of power at reasonable rates. In
    Brazil, we have a contract with the state of Para to provide
    power through June 2018. This contract includes a discount to
    the local market price for power. In Argentina, we have a
    contract with the province of Mendoza to provide power at a
    discount to the local market price for power through October
    2009, and are currently in negotiations to extend the contract.
    In West Virginia, we have a contract with Brookfield Energy to
    provide approximately 45% of our power needs at a fixed rate
    through December 2021. The remainder of our power needs in West
    Virginia and Ohio are sourced through contracts that provide
    tariff rates at historically competitive levels. In connection
    with the reopening of GMIs Niagara Falls plant, and as an
    incentive to reopen the plant, we obtained a public-sector
    package including 40 megawatts of hydropower through 2013, with
    a potential five year extension.
    Stable Raw Material Supply Through Captive Mines and Forest
    Reserves.  We have two mining operations, located
    in Billingsley, Alabama and in the state of Para, Brazil, for
    which we currently possess long-term lease mining rights. These
    mines supply our plants with a majority of our requirements for
    quartzite, the principal raw material used in the manufacturing
    of our products. We believe that these mines, taken together
    with additional leasing opportunities in the vicinity will cover
    our needs well into the future. In Brazil, we own a forest
    reserve which supplies our Brazilian operations with the wood
    necessary for woodchips and a majority of our charcoal. We have
    also obtained a captive supply of electrodes, an important input
    in our manufacturing process, through the formation of Yonvey. 7




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
    Efficient and Environmentally Sensitive By-Product
    Usage.  We utilize or sell most of our
    manufacturing process by-products, which reduces costs and
    limits environmental impact.
    Diverse Products and Markets.  We sell our
    products to a wide variety of industries and to companies in
    over 40 countries. We believe that our diverse product and
    geographic end-market profile provides us with numerous growth
    opportunities and should help insulate us from economic
    downturns occurring in any individual industry or geographic
    region, however global macroeconomic factors will impact the
    effectiveness of our industrial and geographical diversity
    strategy.
    Experienced, Highly Qualified Management
    Team.  We have assembled a highly qualified
    management team with approximately 85 years of combined
    experience in the metals industry among our top four executives.
    Alan Kestenbaum, our Executive Chairman, Jeff Bradley, our Chief
    Executive Officer, Mal Appelbaum, our Chief Financial Officer,
    and Arden Sims, our Chief Operating Officer, have over 20, 25, 5
    and 35 years of experience, respectively, in metals
    industries. We believe that our management team has the
    operational and technical skill to continue to operate our
    business at world class levels of efficiency and to consistently
    produce silicon metal and silicon-based alloys.  Business
    Strategy
  
    Focus on Core Businesses.  We differentiate
    ourselves on the basis of our technical expertise and high
    product quality and use these capabilities to retain existing
    accounts and cultivate new business. As part of this strategy,
    we are focusing our production and sales efforts on our silicon
    metals and silicon-based alloys to end markets where we may
    achieve the highest profitability. We continue to evaluate our
    core business strategy and may divest certain non-core and lower
    margin businesses to improve our financial and operational
    results.
    Continue to Rationalize Costs to Meet Current Levels of
    Demand.  We are focused on operating in a cost
    effective manner and have reduced costs in order to maintain our
    profitability. We have idled furnaces as demand declined and
    have recently re-started furnaces as volumes improved. Our
    largely variable cost of production should allow us to remain
    profitable during periods of reduced demand.
    Capitalize on Improving Market Conditions.  We
    intend to reopen our Niagara Falls facility in the second
    quarter of fiscal 2010 and also have the ability to reopen our
    Selma, Alabama facility should market demand require such
    capacity.
    Maintain Low Cost Position While Controlling
    Inputs.  We intend to maintain our position as one
    of the most cost-efficient producers of silicon metal in the
    world by continuing to control the cost of the process inputs
    through our captive sources and long-term supply contracts. We
    have reduced our fixed costs and as volume returns could spread
    them over the resulting increased production volume to further
    reduce costs per MT of silicon metal and silicon-based alloy
    sold.
    Continue Pursuing Strategic Acquisition
    Opportunities.  The current economic downturn
    presents a significant opportunity to pursue complementary
    acquisitions at distressed prices. Certain customers and
    suppliers have been adversely affected by the current
    environment and may present suitable opportunities. We are
    actively reviewing several possible transactions to expand our
    strategic capabilities and leverage our products and operations.
    We intend to build on our history of successful acquisitions by
    continuing to evaluate attractive acquisition opportunities for
    the purpose of increasing our capacity, increasing our access to
    raw materials and other inputs and acquiring further refined
    products for our customers. Our focus is on investing globally
    in companies, technologies or products that complement and or
    diversify our business or product offerings. In particular, we
    will consider acquisitions or investments that will enable us to
    leverage our expertise in silicon metal and silicon-based alloy
    products, including photovoltaic (solar) applications, to grow
    in these markets as well as enable us to enter new markets or
    sell new products. We believe our overall metallurgical
    expertise and skills in lean production technologies position us
    well for future growth.
    Leverage Flexible Manufacturing and Expand Other Lines of
    Business.  We will leverage our flexible
    manufacturing capabilities to optimize the product mix produced
    while expanding the products we 8




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##### 



offer. Additionally, we can leverage our broad geographic
    manufacturing reach to ensure that production of specific metals
    is in the most appropriate facility/region. Besides our
    principal silicon metal products, we have the capability to
    produce silicon-based alloys, such as ferrosilicon and
    silicomanganese, using the same facilities. Our business
    philosophy is to allocate our furnace capacity to the products
    which we expect will improve profitability.  
    Leverage Synergies Among Units.  According to
    CRU, we currently have four of the eight, and three of the four,
    lowest cost silicon metal manufacturing facilities in the
    Western World. Additionally, according to CRU, the average
    operating cost of four of our facilities is approximately 9.6%
    lower than the Western World weighted average based on CRU data.
    We seek to leverage each of our facilities best practices
    and apply them across our system.  Employees
      Research
    and Development
    Proprietary
    Rights and Licensing
   9




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Regulatory
    Matters
            Other
    Information
     10




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##### 



Form 10-K; Form 10-Q; Form 8-K;
  Item 1A.
    Risk
    Factors  You should consider and read carefully all of the risks and
    uncertainties described below, together with all of the other
    information contained in this Annual Report on
    Form 10-K,
    including the consolidated financial statements and the related
    notes to financial statements. If any of the following events
    actually occur, our business, business prospects, financial
    condition, results of operations or cash flows could be
    materially affected. In any such case, the trading price of our
    common stock could decline, and you could lose all or part of
    your investment.
  The
    metals industry, including silicon-based metals, is cyclical and
    has been subject in the past to swings in market price and
    demand which could lead to volatility in our
    revenues.
        Our
    business is particularly sensitive to increases in energy costs
    which could materially increase our cost of
    production.
    15-year
 11




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Losses
    caused by disruptions in the supply of power would reduce our
    profitability.
        Any
    decrease in the availability, or increase in the cost, of raw
    materials or transportation could materially increase our
    costs.
   12




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Cost
    increases in raw material inputs may not be passed on to our
    customers with fixed contracts, which could negatively impact
    our profitability.
    We
    make a significant portion of our sales to a limited number of
    customers, and the loss of a portion of the sales to these
    customers could have a material adverse effect on our revenues
    and profits.
    Our
    U.S.-based
    businesses benefit from U.S. antidumping duties and laws that
    protect U.S. companies by taxing imports from foreign companies.
    If these laws change, foreign companies will be able to compete
    more effectively with us. Conversely, our foreign operations are
    adversely affected by these U.S. duties and laws.
      We may
    be unable to successfully integrate and develop our prior and
    future acquisitions.
    
    operating a significantly larger combined organization;
    coordinating geographically disparate organizations, systems and
    facilities; 13




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
    consolidating corporate technological and administrative
    functions;
    integrating internal controls and other corporate governance
    matters;
    the diversion of managements attention from other business
    concerns;
    unexpected customer or key employee loss from the acquired
    businesses;
    hiring additional management and other critical personnel;
    negotiating with labor unions;
    a significant increase in our indebtedness; and
    potential environmental or regulatory liabilities and title
    problems.    We are
    subject to the risk of union disputes and work stoppages at our
    facilities, which could have a material adverse effect on our
    business.
    We are
    dependent on key personnel.
    Metals
    manufacturing is an inherently dangerous activity.
   14




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Unexpected
    equipment failures may lead to production curtailments or
    shutdowns.
    We
    depend on proprietary manufacturing processes and software.
    These processes may not yield the cost savings that we
    anticipate and our proprietary technology may be
    challenged.
    
    computerized technology that monitors and controls production
    furnaces;
    production software that monitors the introduction of additives
    to alloys, allowing the precise formulation of the chemical
    composition of products; and
    flowcaster equipment, which maintains certain characteristics of
    silicon-based alloys as they are cast.    
    we may not have sufficient funds to develop new technology and
    to implement effectively our technologies as competitors improve
    their processes;
    if implemented, our technologies may not work as planned; and
    our proprietary technologies may be challenged and we may not be
    able to protect our rights to these technologies.      We are
    subject to environmental, health and safety regulations,
    including laws that impose substantial costs and the risk of
    material liabilities.
     15




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We
    operate in a highly competitive industry.
    We
    have historically operated at near the maximum capacity of our
    operating facilities. Because the cost of increasing capacity
    may be prohibitively expensive, we may have difficulty
    increasing our production and profits.
    
    adding new production capacity to an existing silicon plant to
    produce approximately 14,000 MT of metallurgical grade silicon
    would cost approximately $25,000,000 per smelting furnace and
    take at least 12 to 18 months to complete;
    a greenfield development project would take at least three to
    five years to complete and would require significant capital
    expenditure and environmental compliance costs; and
    obtaining sufficient and dependable power at competitive rates
    near areas with the required natural resources is difficult to
    accomplish.    Some
    of our subsidiaries are subject to restrictive covenants under
    credit facilities. These covenants could significantly affect
    the way in which we conduct our business. Our failure to comply
    with these covenants could lead to an acceleration of our
    debt.
   16




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Certain
    of our subsidiaries are restricted from making distributions to
    us which limits our ability to pay dividends.
    Our
    insurance costs may increase and we may experience additional
    exclusions and limitations on coverage in the
    future.
  time-to-time,
  Solsil
    may never operate profitably or generate substantial
    revenues.
  and/or
  
    technical challenges, including further improving Solsils
    proprietary metallurgical process;
    increasing the size and scale of our operations on a
    cost-effective basis;
    capitalizing on market demands and potentially rapid market
    supply and demand fluctuations;
    continued acceptance by the market of our current and future
    products, including the use of UMG in the photovoltaic (solar)
    market;
    a rapidly growing competitive environment with more new players
    entering the photovoltaic (solar) market; 17




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
    achieving the objectives and responsibilities under our joint
    development and supply agreement with BP Solar International;
    alternative competing technologies such as thin films, ribbon
    string and nano-technology; and
    responding to rapid technological changes.    We
    have operations and assets in the U.S., Argentina, Brazil, China
    and Poland, and may have operations and assets in other
    countries in the future. Our international operations and assets
    may be subject to various economic, social and governmental
    risks.
    
    tariffs and trade barriers;
    currency fluctuations which could decrease our revenues or
    increase our costs in U.S. dollars;
    regulations related to customs and import/export matters;
    tax issues, such as tax law changes and variations in tax laws;
    limited access to qualified staff;
    inadequate infrastructure;
    cultural and language differences;
    inadequate banking systems;
    different and more stringent environmental laws and regulations;
    restrictions on the repatriation of profits or payment of
    dividends;
    crime, strikes, riots, civil disturbances, terrorist attacks or
    wars;
    nationalization or expropriation of property;
    law enforcement authorities and courts that are weak or
    inexperienced in commercial matters; and
    deterioration of political relations among countries.     18




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Our
    stock price may be volatile, and purchasers of our common stock
    could incur substantial losses.
    
    the success of competitive products or technologies;
    regulatory developments in the United States and foreign
    countries;
    developments or disputes concerning patents or other proprietary
    rights;
    the recruitment or departure of key personnel;
    quarterly or annual variations in our financial results or those
    of companies that are perceived to be similar to us;
    market conditions in the industries in which we compete and
    issuance of new or changed securities analysts reports or
    recommendations;
    the failure of securities analysts to cover our common stock or
    changes in financial estimates by analysts;
    the inability to meet the financial estimates of analysts who
    follow our common stock;
    investor perception of our company and of the industry in which
    we compete; and
    general economic, political and market conditions.  A
    substantial portion of our total outstanding shares may be sold
    into the market at any time. This could cause the market price
    of our common stock to drop significantly, even if our business
    is doing well.
  lock-up lock-up lock-up
  The
    concentration of our capital stock ownership among our largest
    stockholders, and their affiliates, will limit your ability to
    influence corporate matters.
   19




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Prior
    material weaknesses and significant deficiencies in internal
    control over financial reporting may not have been adequately
    remediated and may adversely affect our ability to comply with
    financial reporting regulations and to publish accurate
    financial statements.
        We
    have not yet completed our evaluation of our internal control
    over financial reporting in compliance with Section 404 of
    the Sarbanes-Oxley Act.
    We do
    not expect to pay any cash dividends in the foreseeable
    future.
   20




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Provisions
    of our certificate of incorporation and by-laws could discourage
    potential acquisition proposals and could deter or prevent a
    change in control.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Square

Number of



BusinessLocation of Facility

Purpose

Footage

Furnaces

Own/Lease

Segment ServedNew York, New York

Office


4,636







Lease



CorporateBeverly, Ohio

Manufacturing and other


273,377



5
*


Own



GMISelma, Alabama**

Manufacturing and other


126,207



2



Own



GMIAlloy, West Virginia

Manufacturing and other


1,063,032



5



Own



GMINiagara Falls, New York***

Manufacturing and other


227,732



2



Own



GMIMendoza, Argentina

Manufacturing and other


138,500



2



Own



Globe MetalesSan Luis, Argentina

Manufacturing and other


59,200







Own



Globe MetalesPolice, Poland

Manufacturing and other


43,951







Own



OtherBreu Branco, Brazil

Manufacturing and other


410,953



4



Own



Globe MetaisShizuishan, China

Manufacturing and other


227,192







****



Other     *
    
    Excludes Solsils seven smaller furnaces used to produce
    UMG for solar cell applications.**
    
    This facility is currently idled.***
    
    This facility is not operational but is expected to be brought
    into service during the second quarter of fiscal 2010.****
    
    We own the long-term land use rights for the land on which this
    facility is located. We own the building and equipment forming
    part of this facility.  BusinessLocation of Mine

Product

Own/Lease

Segment ServedBillingsley, Alabama

Quartzite

Lease

GMIPara, Brazil

Quartzite

Lease

Globe Metais   BusinessLocation of Forest Property

Acreage

Own/Lease

Segment ServedPara, Brazil


113,000



Own



Globe Metais   Item 3.
    Legal
    Proceedings   21




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Item 4.
    Submission
    of Matters to a Vote of Security Holders   22




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    Holders
    Dividend
    Policy
    Sales of
    Unregistered Securities
        Use of
    Proceeds from Sales of Registered Securities
  Form S-1, No. 333-152513)
 23




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Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchaser
    Item 6.
    Selected
    Financial Data  Form 10-K.
 24




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Successor



PredecessorPeriod fromJuly 1toYear Ended June 30,



November 12,


Year Ended June 30,2009


2008


2007



2006


2006


2005(Dollars in thousands, except per share data)Statement of operations data:Net sales

$
426,291


$
452,639



221,928



$
73,173



173,008



132,223Cost of goods sold


324,535



346,227



184,122




66,683



147,682



103,566Selling, general and administrative expenses


61,823



48,548



18,541




7,409



14,261



9,180Research and development


1,394



901



120












Goodwill and intangible asset impairment


69,704




















Restructuring charges


1,711




















Operating (loss) income


(32,876
)


56,963



19,145




(919
)


11,065



19,477Interest and other (expense) income


(899
)


(5,285
)


504




(7,579
)


(6,010
)


(5,291
)(Loss) income before income taxes, deferred interest subject to
    redemption and minority interest


(33,775
)


51,678



19,649




(8,498
)


5,055



14,186Provision for income taxes


11,609



15,936



7,047




(2,800
)


1,914



4,968Net (loss) income before deferred interest subject to redemption
    and minority interest


(45,384
)


35,742



12,602




(5,698
)


3,141



9,218Deferred interest subject to redemption










(768
)











Losses attributable to minority interest, net of tax


3,403



721
















Net (loss) income attributable to common stock

$
(41,981
)

$
36,463



11,834



$
(5,698
)


3,141



9,218Net (loss) income per common share  basic

$
(0.65
)

$
0.62



0.25



$
(2,947.26
)


2,067.04



9,218.06Net (loss) income per common share  diluted

$
(0.65
)

$
0.50



0.24



$
(2,947.26
)


2,067.04



9,218.06Cash dividends declared per common share

$



$




0.07



$








   Balance
    sheet data:
  Successor



PredecessorJune 30,


June 30,


June 30,



June 30,


June 30,2009


2008


2007



2006


2005(Dollars in thousands)Cash and cash equivalents

$
61,876


$
73,994



67,741



$




Total assets


473,280



548,174



389,343




140,572



99,660Total debt including current portion


59,613



89,205



75,877




50,431



54,055Total stockholders equity


304,383



342,281



222,621




58,425



20,309  25




---



##### 



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion and analysis
    together with Selected Financial Data and our
    consolidated financial statements and the notes to those
    statements included elsewhere in this Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements based on our
    current expectations, assumptions, estimates and projections
    about us and our industry. These forward-looking statements
    involve assumptions, risks and uncertainties. Our actual results
    could differ materially from those indicated in these
    forward-looking statements as a result of certain factors, as
    more fully described in the Risk Factors section and
    elsewhere in this Annual Report on
    Form 10-K.
    We undertake no obligation to update publicly any
    forward-looking statements for any reason, even if new
    information becomes available or other events occur in the
    future.
  Introduction
        Business
    Segments
    
    GMI  a manufacturer of silicon metal and
    silicon-based alloys located in the United States with plants in
    Beverly, Ohio, Alloy, West Virginia, Niagara Falls, New York and
    Selma, Alabama and a quartzite mine in Billingsley, Alabama;
    Globe Metais  a manufacturer of silicon metal located
    in Brazil with a plant in Breu Branco and a number of leased
    quartzite mining operations and forest reserves in the state of
    Para;
    Globe Metales  a manufacturer of silicon-based alloys
    located in Argentina with plants in Mendoza and San Luis;
    Solsil  a developer and manufacturer of upgraded
    metallurgical grade silicon metal located in the United States
    with operations in Beverly, Ohio;
    Corporate  a corporate office including general
    expenses, investments, and related investment income; and 26




---



##### 




    Other  including an electrode production operation in
    China and a cored-wire production facility located in Poland.
    These segments do not fit into the above reportable segments,
    and are immaterial for purposes of separate disclosure.  Overview
    and Outlook
  ,
  take-or-pay
  Critical
    Accounting Policies
    Business
    Combinations
   27




---



##### 



Goodwill
    and Other Intangibles
  Goodwill and Other Intangible Assets
  Inventories
  first-in,
  Share-Based
    Compensation
  Share-Based Payment
   28




---



##### 



Income
    Taxes
      Accounting for Uncertainty in
    Income Taxes Accounting for Income Taxes
   29




---



##### 



and/or
  Pensions
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  An Amendment of FASB
    Statements No. 87, 88, 106, and 132(R) Employers
    Accounting for Pensions Employers Accounting for Postretirement Benefits Other
    Than Pensions.
      Results
    of Operations
   30




---



##### 



GSM
    Fiscal Year Ended June 30, 2009 vs. 2008
  Consolidated
    Operations
    Years EndedJune 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
426,291



452,639



(26,348
)


(5.8
)%Cost of goods sold


324,535



346,227



(21,692
)


(6.3
)%Selling, general and administrative expenses


61,823



48,548



13,275



27.3
%Research and development


1,394



901



493



54.7
%Goodwill and intangible asset impairment


69,704







69,704



NARestructuring charges


1,711







1,711



NAOperating (loss) income


(32,876
)


56,963



(89,839
)


(157.7
)%Interest (expense) income, net


(6,218
)


(7,026
)


808



(11.5
)%Other income


5,319



1,741



3,578



205.5
%(Loss) income before provision for income taxes and losses
    attributable to minority interest


(33,775
)


51,678



(85,453
)


(165.4
)%Provision for income taxes


11,609



15,936



(4,327
)


(23.4
)%Losses attributable to minority interest, net of tax


3,403



721



2,682



(372.0
)%Net (loss) income attributable to common stock

$
(41,981
)


36,463



(79,045
)


(216.8
)%   Net Sales:
  Year Ended June 30, 2009


Year Ended June 30, 2008Net Sales


Net Sales$ (in 000s)


MT


$/MT


$ (in 000s)


MT


$/MT(Unaudited)Silicon metal

$
257,571



100,461


$
2,564


$
329,278



145,675


$
2,260Silicon-based alloys


141,356



59,554



2,374



105,327



68,731



1,532Silicon metal and silicon-based alloys


398,927



160,015



2,493



434,605



214,406



2,027Silica fume and other


27,364











18,034Total net sales

$
426,291










$
452,639     Cost of
    Goods Sold:
  year-over-year year-over-year
 31




---



##### 



Selling,
    General and Administrative:
     Research
    and Development:
    Goodwill
    and Intangible Asset Impairment:
    Net
    Interest Expense:
    Other
    Income:
  year-over-year year-over-year
 32




---



##### 



Provision
    for Income Taxes:
      Segment
    Operations
  GMI
  Years EndedJune 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
277,466



308,074



(30,608
)


(9.9
)%Cost of goods sold


206,712



241,028



(34,316
)


(14.2
)%Selling, general and administrative expenses


23,126



21,702



1,424



6.6
%Restructuring charges


281







281



NAOperating income

$
47,347



45,344



2,003



4.4
%   
    Net sales decreased $30,608,000 from the prior year to
    $277,466,000. The decrease was primarily attributable to a 25%
    decrease in volumes partially offset by a 23% increase in
    average selling price. Silicon metal volumes were down 33% due
    to a decline in demand from our silicone and aluminum customers.
    Silicon-based alloy volumes were down only 8% due to a reduction
    in our magnesium ferrosilicon volumes, offset by increases in
    ferrosilicon products. Pricing for silicon metal was up 14%, due
    to an increase in spot pricing moderated by our long-term
    fixed-price contracts, while pricing for silicon-based alloys
    was up 59%.
    Operating income increased by $2,003,000 from the prior year to
    $47,347,000. This was primarily due to an increase in the
    average selling price offset by volume declines, increased
    production costs and increased selling, general and
    administrative expenses. Cost of goods sold decreased 14% while
    volumes decreased 25%. This increase in cost per ton sold was
    due to increased power costs, higher electrode prices and
    reduced capacity utilization. Power rates were higher due to
    fixed demand charges being allocated over lower volume and power
    tariff increases at all GMI production facilities. Power costs
    at GMI were $10,234,000 higher than they would have been if
    power cost per ton sold remained constant from 2008 to 2009.
    Salaries and benefits for employees involved in selling, general
    and administrative activities increased by approximately
    $1,904,000 at GMI, due to increased headcount and increased
    pension expenses as a result of plan asset losses. 33




---



##### 



Globe
    Metais
  Years EndedJune 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
95,096



108,218



(13,122
)


(12.1
)%Cost of goods sold


71,164



74,552



(3,388
)


(4.5
)%Selling, general and administrative expenses


8,800



9,817



(1,017
)


(10.4
)%Research and development


130



463



(333
)


(71.9
)%Restructuring charges


400







400



NAOperating income

$
14,602



23,386



(8,784
)


(37.6
)%   
    Net sales decreased $13,122,000 from the prior year to
    $95,096,000. The decrease was primarily attributable to a 31%
    decrease in volume of silicon metal partially offset by a 30%
    increase in average selling price. Volumes decreased due to the
    global reduction in demand for silicones and aluminum. The
    decrease in domestic Brazilian demand was most pronounced in the
    second half of 2009.
    Operating income decreased by $8,784,000 from the prior year to
    $14,602,000. The decrease was due primarily to lower sales
    volumes, and a corresponding reduction in capacity utilization,
    along with a significant increase in power rates. The new power
    contract rate structure began on July 1, 2008. Power costs
    at Globe Metais were $14,186,000 higher than they would have
    been had power rates per ton sold remained constant from fiscal
    2008 to 2009. As a result, cost of goods sold decreased 5%,
    while volumes decreased 31%. These adverse changes were
    partially offset by an increase in average selling price of
    silicon metal and a decrease in selling, general and
    administrative expenses due to a decrease in the use of outside
    services.  Globe
    Metales
  Years EndedJune 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
50,731



42,090



8,641



20.5
%Cost of goods sold


31,544



34,440



(2,896
)


(8.4
)%Selling, general and administrative expenses


3,560



2,680



880



32.8
%Restructuring charges


678







678



NAOperating income

$
14,949



4,970



9,979



200.8
%   
    Net sales increased $8,641,000 from the prior year to
    $50,731,000. The increase was primarily attributable to a 57%
    increase in average selling prices led by calcium silicon price
    increases, offset by a 24% decrease in volume. Volumes were down
    across all products except for ferrosilicon-based products.
    Operating income increased $9,979,000 from the prior year to
    $14,949,000. The increase was primarily due to an increase in
    average selling price partially offset by a decrease in volume,
    the accrual of a power surcharge associated with a potential
    penalty for excess power usage, and an increase in selling,
    general and administrative expenses. Cost of goods sold
    decreased 8% while volumes decreased 24%. This increase in cost
    per ton sold was due to increased power costs and reduced
    capacity utilization. 34




---



##### 



Solsil
  Years EndedJune 30,


Increase


Percentage2009


2008


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
2,202



1,532



670



43.7
%Cost of goods sold


9,808



3,333



6,475



194.3
%Selling, general and administrative expenses


1,183



614



569



92.7
%Research and development


1,117



438



679



155.0
%Restructuring charges


187







187



NAGoodwill and intangible asset impairment


69,704







69,704



NAOperating loss

$
(79,797
)


(2,853
)


(76,944
)


(2,697.0
)%   
    Net sales increased $670,000 from the prior year to $2,202,000
    due to an increase in average selling prices during the first
    half of our fiscal year. In the second half of the year, Solsil
    was focused on research and development projects and was not
    producing material for commercial sale.
    Cost of goods sold increased $6,475,000 from the prior year to
    $9,808,000, partially due to the timing of the acquisition of
    Solsil in February 2008. Cost of goods sold in 2009 was
    approximately $7,606,000 in excess of net sales, reflecting
    Solsils efforts to refine its production process. Cost of
    goods sold also included an inventory write-down of $1,956,000.
    Solsil recorded a goodwill and intangible asset impairment in
    fiscal 2009 of $69,704,000. The global economic slowdown,
    combined with the decrease in oil prices, caused a sharp decline
    in product price and demand for upgraded metallurgical grade
    silicon. As a result, it was determined that the value of the
    Solsil business unit no longer supported its goodwill and
    intangible asset balances.  Corporate
  Years EndedJune 30,

Increase

Percentage2009

2008

(Decrease)

Change(Dollars in thousands)Results of OperationsSelling, general and administrative expenses

$
21,302



12,760



8,542



66.9
%Restructuring charges


95







95



NAOperating loss

$
(21,397
)


(12,760
)


(8,637
)


67.7
%   
    Selling, general and administrative expenses increased
    $8,542,000 from the prior year to $21,302,000. This was
    primarily due to a special, one-time discretionary bonus of
    $5,000,000 paid to our Executive Chairman in recognition of his
    distinguished service from our inception through
    December 31, 2008, an executive level bonus accrual of
    $2,300,000 for calendar year 2009, the write-off of $2,527,000
    of deferred offering costs as a result of the fact that our
    proposed initial public offering was postponed more than 90 days
    and increased infrastructure in advance of our initial public
    offering. These increases were offset by a decrease in
    share-based compensation of $1,781,000. 35




---



##### 



GSM
    Fiscal Year Ended June 30, 2008 vs. 2007
  Consolidated
    Operations
    Years EndedJune 30,


Increase


Percentage2008


2007


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
452,639



221,928



230,711



104.0
%Cost of goods sold


346,227



184,122



162,105



88.0
%Selling, general and administrative expenses


48,548



18,541



30,007



161.8
%Research and development


901



120



781



650.8
%Operating income


56,963



19,145



37,818



197.5
%Interest (expense) income, net


(7,026
)


623



(7,649
)


(1227.8
%)Other income (expense)


1,741



(119
)


1,860



(1563.0
%)Income before provision for income taxes, deferred interest
    attributable to common stock subject to redemption, and losses
    attributable to minority interest


51,678



19,649



32,029



163.0
%Provision for income taxes


15,936



7,047



8,889



126.1
%Deferred interest attributable to common stock subject to
    redemption






(768
)


768



NALosses attributable to minority interest, net of tax


721







721



NANet income attributable to common stock

$
36,463



11,834



24,629



208.1
%   Net
    Sales:
  Year Ended June 30, 2008


Year Ended June 30, 2007Net Sales


Net Sales$ (in 000s)


MT


$/MT


$ (in 000s)


MT


$/MT(Unaudited)Silicon metal

$
329,278



145,675


$
2,260


$
155,587



92,210


$
1,687Silicon-based alloys


105,327



68,731



1,532



58,189



41,706



1,395Silicon metal and silicon-based alloys


434,605



214,406



2,027


$
213,776



133,916


$
1,596Silica fume and other


18,034











8,152Total net sales

$
452,639










$
221,928    36




---



##### 



Cost of
    Goods Sold:
      Selling,
    General and Administrative:
    Research
    and Development:
    Other
    (Expense) Income:
    Provision
    for Income Taxes:
     37




---



##### 



Deferred
    Interest Subject to Redemption:
    Segment
    Operations
  GMI
  Years EndedJune 30,


Increase


Percentage2008


2007


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
308,074



172,158



135,916



78.9
%Cost of goods sold


241,028



141,125



99,903



70.8
%Selling, general and administrative expenses


21,702



12,114



9,588



79.1
%Operating income

$
45,344



18,919



26,425



139.7
%   
    Net sales increased $135,916,000 from fiscal 2007 to
    $308,074,000. The increase was primarily attributable to the
    timing of the acquisition of GMI and significant price
    increases. In total, volume and pricing increased 46% and 21%,
    respectively.
    Operating income increased by $26,425,000 from fiscal 2007 to
    $45,344,000 due primarily to significant price increases and the
    timing of the acquisition offset partially by an increase in the
    cost of raw materials, power, and labor.  Globe
    Metais
  Years EndedJune 30,


Increase


Percentage2008


2007


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
108,218



27,606



80,612



292.0
%Cost of goods sold


74,552



22,867



51,685



226.0
%Selling, general and administrative expenses


9,817



2,566



7,251



282.6
%Research and development


463







463



NAOperating income

$
23,386



2,173



21,213



976.2
%   
    Net sales increased $80,612,000 from fiscal 2007 to
    $108,218,000. The increase was primarily attributable to the
    timing of the acquisition of Metais and a significant increase
    in the average selling price of silicon metal. In total, volume
    and pricing increased 242% and 20%, respectively.
    Operating income increased by $21,213,000 from fiscal 2007 to
    $23,386,000 due primarily to the timing of the acquisition,
    significant price increases, and a decrease in the per ton cost
    of production, offset partially by an increase in monthly
    selling, general and administrative expenses. 38




---



##### 



Globe
    Metales
  Years EndedJune 30,


Increase


Percentage2008


2007


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
42,090



21,384



20,706



96.8
%Cost of goods sold


34,440



19,028



15,412



81.0
%Selling, general and administrative expenses


2,680



1,575



1,105



70.2
%Operating income

$
4,970



781



4,189



536.4
%   
    Net sales increased $20,706,000 from fiscal 2007 to $42,090,000.
    The increase was primarily attributable to the timing of the
    acquisition of Metales and significant price increases. In
    total, volume and pricing increased 49% and 32%, respectively.
    Operating income increased $4,189,000 from fiscal 2007 to
    $4,970,000 due primarily to the timing of the acquisition and
    significant price increases offset partially by higher raw
    material costs.  Solsil
  Years EndedJune 30,


Increase


Percentage2008


2007


(Decrease)


Change(Dollars in thousands)Results of OperationsNet sales

$
1,532







1,532



NACost of goods sold


3,333







3,333



NASelling, general and administrative expenses


614







614



NAResearch and development


438







438



NAOperating loss

$
(2,853
)






(2,853
)


NA   
    The acquisition of Solsil in February 2008 contributed net sales
    of $1,532,000 and an operating loss of $2,853,000. Cost of goods
    sold in excess of sales and research and development expenses
    reflected Solsils efforts to refine its production process.  Corporate
  Years EndedJune 30,

Increase

Percentage2008

2007

(Decrease)

Change(Dollars in thousands)Results of OperationsSelling, general and administrative expenses

$
12,760



1,870



10,890



582.4
%Operating loss

$
(12,760
)


(1,870
)


(10,890
)


582.4
%   
    Selling, general and administrative expense increased
    $10,890,000 from fiscal 2007 to $12,760,000. Share-based
    compensation expense at Corporate increased by approximately
    $7,700,000 over 2007 due to an increase in our common share
    price and additional stock option grants. Professional fees at
    Corporate increased by approximately $4,600,000 due primarily to
    the performance of the 2007 audit and a portion of the 2008
    audit, which were both charged in 2008. In addition, Corporate
    salary and benefits increased by $1,700,000 related to the
    creation of a corporate staff. Excluding the impact of
    share-based compensation, selling, general and administrative
    costs increased from approximately 8% as a percentage of
    company-wide net sales in 2007 to 9% as a percentage of
    company-wide net sales in 2008. 39




---



##### 



Liquidity
    and Capital Resources
  Sources
    of Liquidity
      Senior Credit Facility
     40




---



##### 



Export Financing Agreements 
  Other 
  Cash
    Flows
    Successor


PredecessorYear Ended June 30,2009


2008


2007


2006


2005(Dollars in thousands)Cash and cash equivalents at beginning of period

$
73,994


$
67,741



1,996


$




2,601Cash flows provided by operating activities


64,014



32,206



18,673



12,823



15,233Cash flows (used in) provided by investing activities


(48,185
)


(26,608
)


67,668



(43,648
)


(3,841
)Cash flows (used in) provided by financing activities


(27,954
)


605



(20,596
)


30,825



(13,993
)Effect of exchange rate changes on cash


7



50











Cash and cash equivalents at end of period

$
61,876


$
73,994



67,741


$




   Operating
    Activities:
  year-to-year
     41




---



##### 



Investing
    Activities:
      Financing
    Activities:
      Exchange
    Rate Change on Cash:
    Commitments
    and Contractual Obligations
    Contractual Obligations




Less than


One to


Three to


More than(as of June 30, 2009)

Total


One Year


Three Years


Five Years


5 Years(Dollars in thousands)Long-term debt obligations(1)

$
52,925



16,561



27,943



8,421



Interest on long-term debt(2)


2,681



1,363



1,210



108



Operating lease obligations(3)


4,361



1,523



1,914



924



Purchase obligations(4)


29,772



16,272



13,500







Total

$
89,739



35,719



44,567



9,453



  42




---



##### 



(1)
    
    Debt includes principal repayments on GMIs senior term
    loan, export financing arrangements and other loans used by our
    subsidiaries, Metais and Yonvey. All outstanding debt
    instruments are assumed to remain outstanding until their
    respective due dates. See our June 30, 2009, 2008 and 2007
    consolidated financial statements for further details.(2)
    
    Estimated interest payments on our long-term debt assuming that
    all outstanding debt instruments will remain outstanding until
    their respective due dates. A portion of our interest is
    variable rate so actual payments will vary with changes in LIBOR
    and prime. This balance excludes interest from our revolving
    credit agreements. See our June 30, 2009, 2008 and 2007
    consolidated financial statements for further details.(3)
    
    Represents minimum rental commitments under noncancelable leases
    for machinery and equipment, automobiles, and rail cars.(4)
    
    Purchase obligations include contractual commitments under
    various long and short-term take or pay arrangements with
    suppliers. These obligations include commitments to purchase
    magnesium raw material which specifies a minimum purchase
    quantity through the end of the calendar year 2009. In addition,
    GMI has entered into commitments to purchase coal which specify
    a minimum purchase quantity for calendar years 2009 through 2011.    Internal
    Controls and Procedures
      Off-Balance
    Sheet Arrangements
    Litigation
    and Contingencies
   43




---



##### 



Long-Term
    Debt
    June 30,


June 30,2009


2008(Dollars in thousands)Senior term loan

$
33,684



18,640Junior subordinated term loan






8,500Junior subordinated term loan






8,500Export prepayment financing


17,000



20,000Export financing






9,450Other


2,241



3,975Total long-term debt


52,925



69,065Less current portion of long-term debt


(16,561
)


(17,045
)Long-term debt, net of current portion

$
36,364



52,020   Senior Term Loan 
  Junior Subordinated Term Loans
  Export Prepayment Financing
 44




---



##### 



Recently
    Implemented Accounting Pronouncements
  Fair Value Measurements No. 157-2, available-for-sale
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  The
    Hierarchy of Generally Accepted Accounting Principles
  Subsequent Events
  Accounting
    Pronouncements to be Implemented
  Business Combinations.
 45




---



##### 



Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Accounting for Transfers of Financial Assets  an
    amendment of FASB Statement 140
  Amendments to FASB Interpretation No. 46(R)
  The
    FASB Accounting Standards
    Codificationtm and the Hierarchy of Generally Accepted Accounting
    Principles  a replacement of FASB Statement
    No. 162 Accounting
    Standards Codification
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Quantitative
    and Qualitative Disclosures about Market Risk
    
    commodity prices,
    interest rates, and
    foreign exchange rates   46




---



##### 



Commodity
    Prices
      Interest
    Rates
    mark-to-market Amendment of Statement 133 on Derivative Instruments and
    Hedging Activities
         47




---



##### 



Foreign
    Exchange Rates
  non-U.S. operations non-U.S. operations non-U.S. dollar period-to-period
   48




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data   49




---



##### 



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
    Managements
    Report on Internal Control Over Financial Reporting
    Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   50




---



##### 



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionAlan Kestenbaum


47


Executive Chairman and DirectorJeff Bradley


49


Chief Executive OfficerArden Sims


65


Chief Operating OfficerMalcolm Appelbaum


48


Chief Financial OfficerStephen Lebowitz


44


Chief Legal OfficerTheodore A. Heilman, Jr.


52


Senior Vice PresidentBruno Santos Parreiras


42


Executive Director, Globe Metais, S.A.Delfin Rabinovich


60


Executive Director, Globe Metales, S.A.Stuart E. Eizenstat


66


DirectorDaniel Karosen


34


DirectorFranklin Lavin


51


DirectorDonald G. Barger, Jr.


66


DirectorThomas A. Danjczek


62


Director   Alan Kestenbaum cum laude
  Jeff Bradley
  Arden Sims
 51




---



##### 



Malcolm Appelbaum
  Stephen Lebowitz
  Theodore A. Heilman, Jr.
  Bruno Santos Parreiras
  Delfin Rabinovich
  Non-Employee
    Directors
  Stuart E. Eizenstat
 52




---



##### 



Coca-Cola
  Daniel Karosen
  Franklin Lavin
  Donald G. Barger, Jr.
  Thomas A. Danjczek
 53




---



##### 



Board of
    Directors
  Board
    of Directors Composition
    Director
    Independence
  Rule 10A-3.
  Committees
    of the Board of Directors
    Audit Committee.
  
    approve and retain the independent auditors to conduct the
    annual audit of our books and records;
    review the proposed scope and results of the audit;
    review and pre-approve the independent auditors audit and
    non-audit services rendered;
    approve the audit fees to be paid;
    review accounting and financial controls with the independent
    auditors and our financial and accounting staff;
    review and approve transactions between us and our directors,
    officers and affiliates;
    recognize and prevent prohibited non-audit services;
    establish procedures for complaints received by us regarding
    accounting matters;
    oversee internal audit functions; and
    prepare the report of the Audit Committee that SEC rules require
    to be included in our annual meeting proxy statement.  Compensation Committee.
  
    approve the compensation arrangements for executive officers and
    key employees, including the compensation for our Executive
    Chairman and Chief Executive Officer;
    establish and oversee general compensation policies with the
    objective to attract and retain superior talent, to reward
    individual performance and to achieve our financial goals; 54




---



##### 




    administer our stock incentive plan; and
    prepare the report of the Compensation Committee that SEC rules
    require to be included in our annual meeting proxy statement.  Nominating and Governance Committee.
  
    identify and nominate members for election to the Board of
    Directors;
    develop and recommend to the Board of Directors a set of
    corporate governance principles applicable to our
    company; and
    oversee the evaluation of the Board of Directors and management.  Code of
    Conduct and Ethics
    Item 11.
    Executive
    Compensation  The following discussion and analysis of compensation
    arrangements of our named executive officers for our fiscal year
    ended June 30, 2009 should be read together with the
    compensation tables and related disclosures set forth below.
    This discussion contains forward-looking statements that are
    based on our current plans, considerations, expectations and
    determinations regarding future compensation programs. Actual
    compensation programs that we adopt may differ materially from
    currently planned programs as summarized in this discussion.
  Compensation
    Discussion and Analysis
    Role
    of Our Executive Chairman in Setting Executive
    Compensation
   55




---



##### 



Role
    of Our Board of Directors in Setting Executive
    Compensation
    Elements
    of our Executive Compensation Arrangements
  General.
    Base Salary.
  Long-Term Equity Compensation. and/or
     56




---



##### 



Cash Bonuses.
    Severance and Change of Control
    Benefits.
 57




---



##### 



401(k) Plan.
  Other Benefits and Perquisites.
  Other Compensation.
  Federal
    Tax Considerations Under Sections 162(m) and 409A
      Accounting
    Considerations
    COMPENSATION
    COMMITTEE REPORT
    THE COMPENSATION COMMITTEEDonald G.
    Barger, Jr., Chairman
 
 58




---



##### 



Summary
    Executive Officer Compensation Table
    Change in

AllFiscal





Option

Pension

OtherName and Principal Position

Year

Salary(1)

Bonus(2)

Awards(3)

Value(4)

Compensation(5)

TotalAlan Kestenbaum


2009


$
650,000


$
5,000,000
(7)

$
2,220,000


$



$
14,400


$
7,884,400Executive Chairman


2008



550,000















14,400



564,400and Director


2007



318,182















9,000



327,182Jeff Bradley


2009



600,000







1,171,833







116,920



1,888,753Chief Executive Officer


2008



61,364







1,785,330











1,846,6942007























Arden Sims


2009



550,000







441,667



9,781



5,175



1,006,623Chief Operating Officer


2008



450,000











8,483



3,625



462,1082007



254,546







755,000



35,197







1,044,743Malcolm Appelbaum


2009



232,955







1,135,665











1,368,620Chief Financial Officer


2008























2007























Daniel Krofcheck(6)


2009



250,000















119,143



369,143Former Chief


2008



250,000



200,000















450,000Financial Officer


2007



20,834







540,000











560,834Stephen Lebowitz


2009



269,792







200,100







11,630



481,522Chief Legal Officer


2008











815,550











815,5502007























Theodore A. Heilman, Jr.


2009



275,000















3,094



278,094Senior Vice President


2008



275,000















4,125



279,1252007



175,000







755,000











930,000     (1)
    
    We were formed as a special purpose acquisition company in
    October 2005. Thus, prior to our acquisition of Globe
    Metallurgical, Inc. in November 2006, none of our executive
    officers were entitled to any compensation. Salary payments were
    made to Mr. Kestenbaum, Mr. Sims and Mr. Heilman
    starting on November 13, 2006. Fiscal 2008 includes
    compensation for Mr. Kestenbaum and Mr. Sims of
    $50,000 each for employment at Solsil from the time of
    acquisition on February 29, 2008 through June 30,
    2008. Mr. Bradley became an employee on May 26, 2008,
    Mr. Lebowitz became an employee on July 8, 2008 and
    Mr. Appelbaum became an employee on September 22, 2008.(2)
    
    In addition to base salaries, our principal executive officers
    are eligible to receive discretionary cash bonuses for calendar
    year 2009. Other than a one-time bonus to our chairman, we have
    not paid any cash bonuses to our current executive officers.(3)
    
    Option award valuation was performed using a Black-Scholes
    option pricing model. Option life was estimated based on the
    average of the vesting term and contractual life of the option
    award. The risk free rate used in the model was the zero-coupon
    government bond interest rate at the time of option grant, as
    found on Bloomberg, of the instrument with the term closest to
    the estimated option life. The volatility factor used in the
    model was estimated using the historical volatility of
    comparable companies that had sufficient public trading history.
    Due to the uncertainty in the timing, frequency and yield of any
    future dividend payments, the dividend yield in the model was
    assumed to be 0%. On April 30, 2009, our Board of Directors
    approved modifications to the terms of outstanding stock options
    held by Mr. Bradley, Mr. Sims, Mr. Appelbaum,
    Mr. Lebowitz and certain other members of our management
    team. The modifications reduced the exercise price of these
    options to $4.00 per share and amended the vesting period of the
    awards. The modified awards vest in 25% increments every six
    months from the date of modification. The expense for the award
    modifications included in the table above represents only the
    incremental compensation expense required to be recognized under
    SFAS 123(R) for the award modifications. 59




---



##### 



(4)
    
    Calculated using a discount rate of 6.25%, 6.75% and 6.25% in
    fiscal 2009, 2008 and 2007, respectively. Present value of
    accumulated benefits was $362,121, $352,340, $343,857 and
    $308,660 at June 30, 2009, 2008, 2007 and 2006,
    respectively. See our June 30, 2009, 2008 and 2007
    consolidated financial statements for methodology of calculation.(5)
    
    Auto expense allowance for our Executive Chairman for fiscal
    2009 and fiscal 2008, and the period from November 15, 2006
    to June 30, 2007. A company 401(k) matching benefit of
    $5,175 and $3,625 was made for Mr. Sims during fiscal 2009
    and fiscal 2008, respectively. A company 401(k) matching benefit
    of $2,406 was made for Mr. Lebowitz during fiscal 2009. A
    company 401(k) matching benefit of $3,094 and $4,125 was made
    for Mr. Heilman during fiscal 2009 and fiscal 2008,
    respectively. Moving expenses of $116,920 were reimbursed to
    Mr. Bradley during fiscal 2009. Moving expenses of $119,143
    were reimbursed to Mr. Krofcheck during fiscal 2009. Moving
    expenses of $9,224 were reimbursed to Mr. Lebowitz during
    fiscal 2009.(6)
    
    Mr. Krofcheck became an employee on June 1, 2007 and
    left Globe Specialty Metals, Inc. on September 17, 2008.
    The salary presented in the above table for fiscal 2009 includes
    $196,023 paid to Mr. Krofcheck as a termination benefit.(7)
    
    Mr. Kestenbaum received a one-time discretionary bonus of
    $5,000,000 in recognition of his distinguished service from our
    inception to December 31, 2008. During that entire time
    period, Mr. Kestenbaum had received no compensation other
    than his base salary and auto expense allowance.  Summary
    Director Compensation Table
    Fees Earned

OptionName(1)

or Paid in Cash

Awards(2)

TotalStuart E. Eizenstat

$
42,500


$
37,000


$
79,500Daniel Karosen


30,000



37,000



67,000Franklin Lavin


42,500



37,000



79,500Donald G. Barger, Jr.


36,000



37,000



73,000Thomas A. Danjczek


20,500



37,000



57,500John OBrien


24,541







24,541     (1)
    
    Mr. Lavin joined the Board of Directors on
    September 17, 2008, Mr. Barger joined the Board of
    Directors on December 15, 2008 and Mr. Danjczek joined
    the Board of Directors on March 16, 2009.
    Mr. OBrien resigned from the Board of Directors in
    December 2008.(2)
    
    Each of our directors received an award of 25,000 stock options
    during fiscal 2009. Option award valuation was performed using a
    Black-Scholes option pricing model. Option life estimated based
    on the average of the vesting term and contractual life of the
    option award. The option exercise price is $4.00 per share. The
    risk free rate used in the model was the zero-coupon government
    bond interest rate at the time of option grant, as found on
    Bloomberg, of the instrument with the term closest to the
    estimated option life. The volatility factor used in the model
    was estimated using the historical volatility of comparable
    companies that had sufficient public trading history. Due to the
    uncertainty in the timing, frequency and yield of any future
    dividend payments, the dividend yield in the model was assumed
    to be 0%. 60




---



##### 



Grants of
    Plan-Based Awards
    All OtherOption



GrantAwards;



Date FairNumber of



Value ofSecurities

Exercise

Stock andGrant

Underlying

Price of

OptionName

Date

Options

Option Awards

Awards(1)New Grants:Alan Kestenbaum


04/30/09



1,500,000


$
4.00


$
2,220,000Jeff Bradley


04/30/09



400,000



4.00



592,000Jeff Bradley


05/15/09



150,000



5.00



346,500Malcolm Appelbaum


09/21/08



33,333



18.00



305,997Malcolm Appelbaum


09/21/08



16,666



23.00



133,161Malcolm Appelbaum


09/21/08



16,667



28.00



117,336Malcolm Appelbaum


09/21/08



16,667



35.50



98,835Malcolm Appelbaum


09/21/08



16,667



43.00



84,668Malcolm Appelbaum


04/30/09



200,000



4.00



296,000Stephen Lebowitz


04/30/09



75,000



4.00



111,000Award Modifications(2):Jeff Bradley


04/30/09



200,000



4.00



233,333Arden Sims


04/30/09



500,000



4.00



441,667Malcolm Appelbaum


04/30/09



100,000



4.00



99,667Stephen Lebowitz


04/30/09



75,000



4.00



89,100     (1)
    
    See footnote (2) in Summary Executive Officer Compensation
    Table for assumptions related to option award valuation.(2)
    
    On April 30, 2009, our Board of Directors approved
    modifications to the terms of outstanding stock options held by
    certain executive officers named in the Summary Compensation and
    other members of our management team. The modifications reduced
    the exercise price of these options to $4.00 per share and
    amended the vesting period of the awards. The modified awards
    vest in 25% increments every six months from the date of
    modification. The expense presented for the award modifications
    in the table above represents only the incremental compensation
    expense required to be recognized under SFAS 123(R) for the
    award modifications. The award modifications include the total
    100,000 new grants awarded to Mr. Appelbaum on
    September 21, 2008 included in the table above.  Outstanding
    Equity Awards at Fiscal Year-End
   61




---



##### 



Stock AwardsEquityEquity

IncentiveIncentive

PlanPlan

Awards:Awards:

Market orOption Awards

Number of

PayoutNumber of

Number of





Unearned

Value ofSecurities

Securities





Shares

UnearnedUnderlying

Underlying





That

SharesUnexercised

Unexercised

Option

Option

Have Not

ThatOptions (#)

Options (#)

Exercise Price

Expiration

Vested

Have NotName

Exercisable

Unexercisable

($/Share)

Date

(#)

VestedAlan Kestenbaum






1,500,000
(2)

$
4.00



04/30/14Jeff Bradley






600,000
(2)


4.00



04/30/14Jeff Bradley






150,000
(3)


5.00



05/15/14Jeff Bradley


















30,000
(5)

$
210,000
(6)Jeff Bradley


















30,000
(5)


210,000
(6)Arden Sims






500,000
(2)


4.00



04/30/14Malcolm Appelbaum






300,000
(2)


4.00



04/30/14Daniel Krofcheck


190,000
(1)






6.00



06/01/17Stephen Lebowitz






150,000
(2)


4.00



04/30/14Theodore A. Heilman, Jr.


166,666
(1)






6.25



11/13/11Theodore A. Heilman, Jr.


166,667
(1)






8.50



11/13/11Theodore A. Heilman, Jr.






166,667
(4)


10.00



11/13/11     (1)
    
    These options are fully vested.(2)
    
    These options vest as to 25% on October 30, 2009, as to an
    additional 25% on April 30, 2010, as to an additional 25%
    on October 30, 2010, and to the remaining 25% on
    April 30, 2011.(3)
    
    These options vest as to 25% on November 15, 2009, as to an
    additional 25% on May 15, 2010, as to an additional 25% on
    November 15, 2010, and to the remaining 25% on May 15,
    2011.(4)
    
    These options vest on November 13, 2009.(5)
    
    Mr. Bradley is eligible to receive grants of between 30,000
    and 60,000 shares if he remains employed by us at the end
    of a given fiscal year, and we achieve an EBITDA target with
    respect to such fiscal year. The number of shares indicated in
    the table represents the minimum number of shares
    Mr. Bradley would receive if he remains employed by us at
    the end of fiscal year 2010 and 2011, respectively and we
    achieve a minimum EBITDA target in such fiscal year.(6)
    
    Represents the market value of the stock reported in the
    adjacent column by multiplying $7.00, the closing market price
    on June 30, 2009 on the AIM Market, by the amount of the
    award.  Pension
    Benefits
   62




---



##### 



Number of Years

Present Value of

Payments DuringName

Plan Name

Credited Service

Accumulated Benefit(1)

Last Fiscal YearArden Sims

Globe Metallurgical, Inc.


15


$
362,121



     (1)
    
    Calculated using a discount rate of 6.25%. See Pension and Other
    Employee Benefit Plans footnote in our June 30, 2009, 2008
    and 2007 consolidated financial statements for methodology of
    calculation.  Employment
    Agreements, Severance and Change of Control
    Arrangements
    Employment
    Agreements and Severance Arrangements
  Alan Kestenbaum.
    Jeff Bradley.
 63




---



##### 



1 3 1 6 1 6 1 6 1 6
  Arden Sims. 1 3 1 3 1 3
   64




---



##### 



Malcolm Appelbaum. 1 3 1 6 1 6 1 6 1 6
    Daniel Krofcheck. 1 3 1 3 1 3
    Stephen Lebowitz.
 65




---



##### 



1 5 1 5 1 5 1 5 1 5
      Theodore A. Heilman, Jr. 1 3 1 3 1 3
    Potential
    Payments upon Termination or Change of Control
  not-for-cause,
 66




---



##### 



By CompanywithoutCause or by







Following aOfficer for

By Company





Change ofNamed Executive Officer

Voluntary

Good Reason(1)

for Cause

Death

Disability

Control(2)Alan KestenbaumSalary





$
2,650,000
(3)





$
37,500
(4)

$
150,000
(4)

$
2,650,000
(3)Continuation of Benefits

$
3,003
(4)

$
49,051


$
3,003
(4)

$
36,037
(4)

$
36,037
(4)

$
36,037Value of Accelerated Stock Options(5)






















Total

$
3,003


$
2,699,051


$
3,003


$
73,537


$
186,037


$
2,686,037Jeff BradleySalary





$
600,000














$
600,000Continuation of Benefits





$
36,037














$
36,037Value of Accelerated Stock Options(5)





$
2,100,000














$
2,100,000Total





$
2,736,037














$
2,736,037Arden SimsSalary





$
550,000
(6)





$
37,500
(4)

$
150,000
(4)

$
150,000
(6)Continuation of Benefits

$
1,257
(4)

$
15,084


$
1,257
(4)

$
15,084
(4)

$
15,084
(4)

$
15,084Value of Accelerated Stock Options(5)






















Total

$
1,257


$
565,084


$
1,257


$
52,584


$
165,084


$
165,084Malcolm AppelbaumSalary





$
425,000














$
425,000Continuation of Benefits





$
36,037














$
36,037Value of Accelerated Stock Options(5)





$
900,000














$
900,000Total





$
1,361,037














$
1,361,037Stephen LebowitzSalary





$
275,000














$
275,000Continuation of Benefits





$
36,037














$
36,037Value of Accelerated Stock Options(5)





$
450,000














$
450,000Total





$
761,037














$
761,037Theodore A. Heilman, Jr.Salary





$
275,000















Continuation of Benefits





$
5,843















Value of Accelerated Stock Options(5)






















Total





$
280,843















     (1)
    
    Under the terms of Mr. Kestenbaum and Mr. Sims
    respective employment agreement with Solsil, if Solsil tenders a
    Non-Renewal Notice other than a Termination for Cause, such
    notice shall constitute termination by Solsil Without Cause or
    Good Reason. If Solsil tenders a Non-Renewal Notice to
    Mr. Kestenbaum, he would receive $150,000 in salary and
    continuation of benefits valued at $49,051. If Solsil tenders a
    Non-Renewal Notice to Mr. Sims, he would receive $150,000
    in salary and continuation of benefits valued at $15,084.(2)
    
    A Change of Control will constitute Good Reason for termination
    under the terms of the companys employment agreements with
    Messrs. Appelbaum, Bradley and Lebowitz, if the surviving
    entity fails to 67




---



##### 



assume the obligations of the company with respect to such
    officers employment agreement following the Change of
    Control. All salary and continuation of benefit payments
    reflected in this column to these three officers assumes the
    surviving entity has failed to assume such obligations.(3)
    
    Includes $150,000 payable to Mr. Kestenbaum upon his
    termination from Solsil.(4)
    
    Constitutes payments pursuant to the terms of Solsil employment
    agreements with Mr. Kestenbaum and Mr. Sims.(5)
    
    The amount represents the intrinsic value of the accelerated
    amount of the option awards, based upon the closing price of
    $7.00 on June 30, 2009 on the AIM Market. If the exercise
    price exceeds the closing price for any portion of an option
    award, that portion of the option award is deemed to have no
    value.(6)
    
    Includes $150,000 payable to Mr. Sims upon his termination
    from Solsil.  Employee
    Benefit Plans
    2006
    Employee, Director and Consultant Stock Plan
      and/or
     68




---



##### 



Stock Grants.
  Non-Qualified Stock Options.
  Incentive Stock Options.
  Stock-Based Awards.
     69




---



##### 



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    
    each of our Named Executive Officers;
    each of our directors;
    all our current executive officers and directors as a
    group; and
    each stockholder known by us to be the beneficial owner of more
    than 5% of our outstanding shares of common stock.    c/o Globe
  70




---



##### 



SharesBeneficially

Percentage of SharesName and Address of Beneficial Owner

Owned

Beneficially OwnedDirectors and Executive Officers:Alan Kestenbaum(1)


11,135,205



15
%Jeff Bradley(2)


150,000




*Theodore A. Heilman, Jr.(3)


573,706



1
%Arden Sims(4)


785,082



1
%Malcolm Appelbaum(5)


75,000




*Stephen Lebowitz(6)


37,500




*Stuart E. Eizenstat(7)


6,360




*Daniel Karosen(8)


6,421




*Donald G. Barger, Jr(9)


6,250




*Thomas A. Danjczek(10)


6,250




*Franklin Lavin(11)


6,250




*All directors and executive officers as a group (11
    individuals)(12)


12,788,024



17
%Five Percent Stockholders:Luxor Capital Group LP(13)


9,388,711



12
%767 Fifth Avenue
    New York, NY 10153Plainfield Asset Management LLC(14)


6,914,443



10
%55 Railroad Avenue
    Greenwich, CT 06830D.E. Shaw Laminar International, Inc. and affiliates(15)


6,523,453



9
%120 West 45th Street
    New York, NY 10036Fidelity Investments(16)


4,227,603



6
%P.O. Box 770001
    Cincinnati, OH 45277     *
    
    Less than one (1%) percent.(1)
    
    Includes 375,000 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009 and
    77,967 shares subject to an escrow agreement and forfeiture
    in certain cases.(2)
    
    Includes 150,000 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009.(3)
    
    Includes 333,333 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009 and
    419 shares subject to an escrow agreement and forfeiture in
    certain cases.(4)
    
    Includes 125,000 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009 and
    19,112 shares subject to an escrow agreement and forfeiture
    in certain cases.(5)
    
    Includes 75,000 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009.(6)
    
    Includes 37,500 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009.(7)
    
    Includes 6,250 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009.(8)
    
    Includes 6,250 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009.(9)
    
    Includes 6,250 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009.(10)
    
    Includes 6,250 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009.(11)
    
    Includes 6,250 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009.(12)
    
    Includes 1,127,083 shares issuable upon exercise of options
    exercisable within 60 days of August 31, 2009 and
    97,498 shares subject to an escrow agreement and forfeiture
    in certain cases. 71




---



##### 



(13)
    
    Includes 1,288,420 shares and 2,576,840 shares
    underlying immediately exercisable warrants, issuable upon
    exercise of 1,288,420 immediately exercisable unit purchase
    options. Luxor Capital Group, LP (LCG) acts as the investment
    manager of proprietary private investment funds and separately
    managed accounts that own the shares, and as investment manager
    LCG may exercise dispositive and voting authority over the
    shares. Luxor Management, LLC is the general partner of LCG.
    Mr. Christian Leone is the managing member of Luxor
    Management, LLC. LCG Holdings, LLC is the general partner or
    managing member of the proprietary private investment funds
    organized in the United States. Mr. Leone is the managing
    member of LCG Holdings, LLC.(14)
    
    Includes 32,601 shares subject to an escrow agreement and
    forfeiture in certain cases. Max Holmes, Chief Investment
    Officer of Plainfield Asset Management LLC (Plainfield), has the
    power to direct investments and/or vote the securities held by
    the affiliates of Plainfield, for which Plainfield serves as
    investment manager. For purposes of the reporting requirements
    of the Securities Exchange Act of 1934, Plainfield and Max
    Holmes may be deemed to be a beneficial owner of such
    securities; however, Plainfield and Max Holmes each expressly
    disclaim beneficial ownership of such securities.(15)
    
    Consists of shares from D.E. Shaw Laminar International, Inc.,
    D.E. Shaw Composite Side Pocket Series 1, L.L.C., and D.E. Shaw
    Composite Side Pocket Series 7, L.L.C., of which
    112,282 shares are subject to an escrow agreement and
    forfeiture in certain cases. D.E. Shaw & Co., L.P., as
    investment adviser, has voting and investment control over the
    shares beneficially owned by D.E. Shaw Laminar International,
    Inc., D.E. Shaw Composite Side Pocket Series 1, L.L.C., and
    D.E. Shaw Composite Side Pocket Series 7, L.L.C. Julius
    Gaudio, Eric Wepsic, Maximilian Stone, Anne Dinning, and Lou
    Salkind, or their designees, exercise voting and investment
    control over the shares on D.E. Shaw & Co.,
    L.P.s behalf.(16)
    
    Fidelity Investments (Fidelity) serves as investment adviser
    with power to direct investments and/or sole power to vote these
    securities owned by various individuals and institutional
    investors. For purposes of the reporting requirements of the
    Securities Exchange Act of 1934, Fidelity is deemed to be a
    beneficial owner of such securities; however, Fidelity expressly
    disclaims that it is, in fact, the beneficial owner of such
    securities.  Equity
    Compensation Plan Information
    Number of SecuritiesRemainingWeighted-Average


Available for FutureExercise Price of


Issuance UnderNumber of Securities to be


Outstanding


Equity CompensationIssued Upon Exercise of


Options,


Plans (ExcludingOutstanding Options,


Warrants and


Securities ReflectedPlan Category

Warrants and Rights


Rights


in Column (a))(a)


(b)


(c)Equity compensation plans approved by security holders(1)


4,315,000
(2)

$
5.12



685,000
(3)Equity compensation plans not approved by security holders










Total


4,315,000


$
5.12



685,000     (1)
    
    Consists of the 2006 Employee, Director and Consultant Stock
    Plan, as amended.(2)
    
    Consists of shares of common stock subject to stock options that
    will entitle the holders, upon exercise, to one share of common
    stock for each such option that vests over the holders
    period of continued service.(3)
    
    Shares reserved for issuance under the 2006 Employee, Director
    and Consultant Stock Plan may be issued upon the exercise of
    stock options, through direct stock issuances or pursuant to
    restricted stock unit awards that vest upon the attainment of
    prescribed performance milestones or the completion of
    designated service periods. 72




---



##### 



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence                 73




---



##### 



Item 14.
    Principal
    Accountant Fees and Services    2009


2008($ in thousands)Audit Fees

$
2,959


$
2,669Audit-Related Fees






Tax Fees






All Other Fees






Total Fees

$
2,959


$
2,669   Audit Fees. Form S-1
  Audit-Related Fees.
  Tax Fees.
    Policy on
    Audit Committee Pre-Approval of Audit and Permissible Non-Audit
    Services
   74




---



##### 



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K:
  (1)
    Financial
    Statements  Report of Independent Registered Public Accounting Firm


79Consolidated Balance Sheets at June 30, 2009 and 2008


80Consolidated Statements of Operations for the years ended
    June 30, 2009, 2008 and 2007


81Consolidated Statements of Changes in Stockholders Equity
    for the years ended June 30, 2009, 2008 and 2007


82Consolidated Statements of Cash Flows for the years ended
    June 30, 2009, 2008 and 2007


83Notes to Consolidated Financial Statements


84   (2)
    Financial
    Statement Schedule    (3)
    Exhibits    ExhibitNumber

Description of Document2
.1

Agreement and Plan of Merger, dated as of January 8, 2008,
    by and among GSM, Solsil Acquisition Corp. and Solsil**2
.2

Amendment to Agreement and Plan of Merger, dated as of
    February 29, 2008, by and among GSM, Solsil Acquisition
    Corp., Solsil and the Representatives named therein**3
.1

Amended and Restated Certificate of Incorporation*3
.2

Certificate of Amendment to the Amended and Restated Certificate
    of Incorporation*3
.3

Amended and Restated Bylaws**4
.1

Second Amended and Restated Credit Agreement dated as of
    September 18, 2008, by and among GMI, Alabama Sand and
    Gravel, Inc., Laurel Ford Resources, Inc., West Virginia Alloys,
    Inc., as subsidiary guarantors, GSM, as Parent, the lender
    parties thereto, and Societe Generale, as Sole Arranger,
    Administrative Agent, Issuing Bank, Swingline Lender and
    Collateral Agent**10
.1

2006 Employee, Director and Consultant Stock Option Plan*10
.2

Employment Agreement, dated May 26, 2008, between GSM and
    Jeff Bradley*10
.3

Employment Agreement, dated November 13, 2006, between GSM
    and Alan Kestenbaum*10
.4

Employment Agreement, dated May 31, 2006, between Solsil
    and Alan Kestenbaum*10
.5

Employment Agreement, dated November 13, 2006, between GSM
    and Arden Sims*10
.6

Employment Agreement, dated May 31, 2006, between Solsil
    and Arden Sims*10
.7

Employment Agreement, dated November 13, 2006, between GSM
    and Theodore A. Heilman, Jr.*10
.8

Employment Agreement, dated June 8, 2007, between GSM and
    Daniel Krofcheck*10
.9

Employment Agreement, dated June 20, 2008, between GSM and
    Stephen Lebowitz*10
.10

Solsil Secured Promissory Note made on October 24, 2007 and
    issued to Plainfield Direct Inc.**10
.11

Solsil Secured Promissory Note made on October 24, 2007 and
    issued to Plainfield Direct Inc.***10
.12

Employment Agreement, dated September 21, 2008, between GSM
    and Malcolm Appelbaum****21
.1

Subsidiaries* 75




---



##### 



ExhibitNumber

Description of Document31
.1

Certification of Principal Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Principal Executive Officer Pursuant to Section
    302 of the Sarbanes-Oxley Act of 200231
.3

Certification of the Principal Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of the Principal Executive Officers and Principal
    Financial Officer Pursuant to 18 U.S.C. 1350, as adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002     
    
    Filed herewith.*
    
    Incorporated by reference to the exhibit with the same
    designation filed with the Companys registration statement
    on
    Form S-1
    (Registration
    No. 333-152513)
    filed on July 25, 2008.**
    
    Incorporated by reference to the exhibit with the same
    designation filed with Amendment No. 1 to the
    Companys registration statement on
    Form S-1
    (Registration
    No. 333-152513)
    filed on November 4, 2008.***
    
    Incorporated by reference to the exhibit with the same
    designation filed with Amendment No. 2 to the
    Companys registration statement on
    Form S-1
    (Registration
    No. 333-152513)
    filed on June 9, 2009.****
    
    Incorporated by reference to the exhibit with the same
    designation filed with Amendment No. 3 to the
    Companys registration statement
    Form S-1
    (Registration Statement
    No. 333-152513)
    filed on July 16, 2009. 76




---



##### 



SIGNATURES       By:
    /s/  Malcolm
    Appelbaum         Signature

Title

Date/s/  Alan
    KestenbaumAlan
    Kestenbaum

Executive Chairman, Director and 
    Principal Executive Officer

October 5, 2009/s/  Jeff
    BradleyJeff
    Bradley

Chief Executive Officer and
    Principal Executive Officer

October 5, 2009/s/  Malcolm
    AppelbaumMalcolm
    Appelbaum

Chief Financial Officer,
    Principal Financial Officer and 
    Principal Accounting Officer

October 5, 2009/s/  Stuart
    E. EizenstatStuart
    E. Eizenstat

Director

October 5, 2009/s/  Daniel
    KarosenDaniel
    Karosen

Director

October 5, 2009/s/  Franklin
    LavinFranklin
    Lavin

Director

October 5, 2009/s/  Donald
    BargerDonald
    Barger

Director

October 5, 2009/s/  Thomas
    DanjczekThomas
    Danjczek

Director

October 5, 2009  77




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  GLOBE
    SPECIALTY METALS, INC.
  PageReport of Independent Registered Public Accounting Firm


79Consolidated Balance Sheets  June 30, 2009 and
    2008


80Consolidated Statements of Operations  Years ended
    June 30, 2009, 2008, and 2007


81Consolidated Statements of Changes in Stockholders
    Equity  Years ended June 30, 2009, 2008, and 2007


82Consolidated Statements of Cash Flows  Years ended
    June 30, 2009, 2008, and 2007


83Notes to Consolidated Financial Statements


84  78




---



##### 



Report of
    Independent Registered Public Accounting Firm           KPMG
    LLP
    79




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIESConsolidated Balance Sheets
    June 30, 2009 and 2008(In thousands, except share and per share amounts)
  2009


2008AssetsCurrent assets:Cash and cash equivalents (note 26)

$
61,876



73,994Accounts receivable, net of allowance for doubtful accounts of
    $1,390 and $1,021 at June 30, 2009 and 2008, respectively


24,094



53,801Inventories


67,394



63,568Prepaid expenses and other current assets


24,675



25,223Total current assets


178,039



216,586Property, plant, and equipment, net of accumulated depreciation
    and amortization


217,507



180,659Goodwill


51,828



107,257Other intangible assets


1,231



16,884Investments in unconsolidated affiliates


7,928



7,965Deferred tax assets


1,598



2,720Other assets


15,149



16,103Total assets

$
473,280



548,174Liabilities and Stockholders EquityCurrent liabilities:Accounts payable

$
21,341



40,493Current portion of long-term debt


16,561



17,045Short-term debt


6,688



20,140Accrued expenses and other current liabilities


46,725



26,841Total current liabilities


91,315



104,519Long-term liabilities:Long-term debt


36,364



52,020Deferred tax liabilities


18,890



22,756Other long-term liabilities


16,431



22,642Total liabilities


163,000



201,937Commitments and contingencies (note 18)Minority interest


5,897



3,956Stockholders equity:Common stock, $0.0001 par value. Authorized,
    150,000,000 shares; issued, 66,944,254 and
    63,050,416 shares at June 30, 2009 and 2008,
    respectively


7



6Additional paid-in capital


303,364



296,137Retained earnings


4,660



46,641Accumulated other comprehensive income (loss):Foreign currency translation adjustment


78



71Pension liability adjustment, net of tax


(3,729
)


(601
)Unrealized gain on available for sale securities, net of tax


7



27Total accumulated other comprehensive loss


(3,644
)


(503
)Treasury stock at cost, 1,000 shares and 0 shares at
    June 30, 2009 and 2008, respectively


(4
)


Total stockholders equity


304,383



342,281Total liabilities and stockholders equity

$
473,280



548,174    80




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIESConsolidated Statements of Operations
    Years ended June 30, 2009, 2008, and 2007(In thousands, except per share amounts)
  2009


2008


2007Net sales

$
426,291



452,639



221,928Cost of goods sold


324,535



346,227



184,122Selling, general, and administrative expenses


61,823



48,548



18,541Research and development


1,394



901



120Goodwill and intangible asset impairment


69,704







Restructuring charges


1,711







Operating (loss) income


(32,876
)


56,963



19,145Other income (expense):Interest income


729



2,626



5,851Interest expense, net of capitalized interest of $968, $255, and
    $66, respectively


(6,947
)


(9,652
)


(5,228
)Foreign exchange gain


2,202



642



688Other income (loss)


3,117



1,099



(807
)(Loss) income before provision for income taxes, deferred
    interest attributable to common stock subject to redemption, and
    losses attributable to minority interest


(33,775
)


51,678



19,649Provision for income taxes


11,609



15,936



7,047Net (loss) income before deferred interest attributable to
    common stock subject to redemption and losses attributable to
    minority interest


(45,384
)


35,742



12,602Deferred interest attributable to common stock subject to
    redemption










(768
)Losses attributable to minority interest, net of tax


3,403



721



Net (loss) income attributable to common stock

$
(41,981
)


36,463



11,834Weighted average shares outstanding:Basic


64,362



58,982



46,922Diluted


64,362



72,954



50,231(Loss) earnings per common share:Basic

$
(0.65
)


0.62



0.25Diluted


(0.65
)


0.50



0.24    81




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
 Consolidated
    Statements of Changes in Stockholders Equity
    Years ended June 30, 2009, 2008, and 2007(In thousands) AccumulatedAdditional





Other


Treasury


TotalCommon Stock


Paid-In


Retained


Comprehensive


Stock


StockholdersShares


Amount


Capital


Earnings


Income (Loss)


at Cost


EquityBalance at June 30, 2006


41,358


$
4



149,005



1,601











150,610Shares issued in acquisition of Globe Metallurgical, Inc.


8,642



1



47,960















47,961Retirement of shares converted or redeemed


(7,529
)


(1
)


(4,561
)














(4,562
)Cash dividend paid














(3,257
)










(3,257
)Warrants exercised


14,201



1



19,457















19,458Comprehensive income:Pension liability adjustment (net of income taxes of $316)


















516







516Unrealized gain on available for sale securities (net of income
    taxes of $32)


















61







61Net income attributable to common stock














11,834











11,834Total comprehensive income


























12,411Balance at June 30, 2007


56,672



5



211,861



10,178



577







222,621Warrants exercised


700







3,497















3,497UPOs exercised


50























Shares issued in acquisition of Solsil, Inc.


5,629



1



72,091















72,092Share-based compensation










8,688















8,688Comprehensive income (loss):Foreign currency translation adjustment


















71







71Pension liability adjustment (net of income tax benefit of $686)


















(1,117
)






(1,117
)Unrealized loss on available for sale securities (net of income
    tax benefit of $17)


















(34
)






(34
)Net income attributable to common stock














36,463











36,463Total comprehensive income


























35,383Balance at June 30, 2008


63,051



6



296,137



46,641



(503
)






342,281Warrants exercised


166







833















833UPOs exercised


243























Warrant conversions


3,484



1



(1
)














Share-based compensation










6,395















6,395Treasury stock acquired






















(4
)


(4
)Comprehensive income (loss):Foreign currency translation adjustment


















7







7Pension liability adjustment (net of income tax benefit of
    $1,917)


















(3,128
)






(3,128
)Unrealized loss on available for sale securities (net of income
    tax benefit of $10)


















(20
)






(20
)Net loss attributable to common stock














(41,981
)










(41,981
)Total comprehensive loss


























(45,122
)Balance at June 30, 2009


66,944


$
7



303,364



4,660



(3,644
)


(4
)


304,383    82




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
   Consolidated
    Statements of Cash Flows
    Years ended June 30, 2009, 2008, and 2007
  2009


2008


2007Cash flows from operating activities:Net (loss) income attributable to common stock

$
(41,981
)


36,463



11,834Adjustments to reconcile net (loss) income attributable to
    common stock to net cash provided by operating activities:Depreciation and amortization


19,807



19,339



10,641Amortization of customer contracts


(434
)


(3,039
)


(3,849
)Share-based compensation


6,395



8,176



512Goodwill and intangible asset impairment


69,704







Losses attributable to minority interest, net of tax


(3,403
)


(721
)


Deferred taxes


4,735



2,265



306Deferred interest attributable to common stock subject to
    redemption










768Changes in operating assets and liabilities, net of acquisitionsAccounts receivable, net


29,449



(18,173
)


515Inventories


(6,463
)


(17,730
)


(2,650
)Prepaid expenses and other current assets


(6,889
)


(5,993
)


(2,193
)Accounts payable


(20,499
)


(2,381
)


1,308Accrued expenses and other current liabilities


18,487



8,930



5,416Other


(4,894
)


5,070



(3,935
)Net cash provided by operating activities


64,014



32,206



18,673Cash flows from investing activities:Capital expenditures


(51,437
)


(22,357
)


(8,629
)Held-to-maturity
    treasury securities


2,987



(2,987
)


Acquisition of businesses, net of cash acquired of $0, $1,319,
    and $6,750 during the years ended June 30, 2009, 2008, and
    2007


(74
)


246



(104,894
)Note receivable from Solsil, Inc.






(1,500
)


Investments in unconsolidated affiliates






(10
)


(5,963
)Purchase of investments held in trust










(3,038
)Funds released from trust










190,192Other investing activities


339







Net cash (used in) provided by investing activities


(48,185
)


(26,608
)


67,668Cash flows from financing activities:Proceeds from warrants exercised


833



3,497



19,458Net (payments) borrowings of long-term debt


(16,163
)


13,722



1,544Net (payments) borrowings of short-term debt


(11,878
)


(15,247
)


5,431Solsil, Inc. common share issuance


1,570



509



Dividends paid










(3,257
)Purchase of redeemed shares










(42,802
)Other financing activities


(2,316
)


(1,876
)


(970
)Net cash (used in) provided by financing activities


(27,954
)


605



(20,596
)Effect of exchange rate changes on cash and cash equivalents


7



50



Net (decrease) increase in cash and cash equivalents


(12,118
)


6,253



65,745Cash and cash equivalents at beginning of year


73,994



67,741



1,996Cash and cash equivalents at end of year

$
61,876



73,994



67,741Supplemental disclosures of cash flow information:Cash paid for interest

$
6,932



7,091



4,166Cash paid for income taxes

$
10,785



13,833



4,685    83




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes
    to Consolidated Financial Statements
  (1)
    Organization
    and Business Operations        U.S.-based
       84




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
      (2)
    Summary
    of Significant Accounting Policies  a.  Basis
    of Presentation and Principles of Consolidation
    Consolidation of Variable Interest Entities
    b.  Reclassifications
    c.  Use
    of Estimates
    d.  Revenue
    Recognition
   85




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF 00-21). EITF 00-21
  e.  Foreign
    Currency Translation
    f.  Cash
    and Cash Equivalents
      g.  Inventories
  first-in,
 86




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  h.  Property,
    Plant, and Equipment
    Range ofUseful LivesAsset type:Land improvements and land use rights


20 to 36 yearsBuildings


35 to 40 yearsManufacturing equipment


5 to 25 yearsFurnaces


10 to 20 yearsOther


3 to 5 years     i.  Business
    Combinations
    j.  Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets
 87




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    Range ofUseful LivesAsset type:Electricity contracts


3 to 11 yearsUnpatented technology


10 yearsSupplier contracts


2 yearsCustomer relationships


1 yearSoftware


1 year     k.  Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  l.  Share-Based
    Compensation
  Share-Based Payment
   88




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
      m.  Restructuring
    Charges
  Accounting for Costs Associated with
    Exit or Disposal Activities
  n.  Income
    Taxes
    Accounting for Uncertainty in Income Taxes
  o.  Financial
    Instruments
  Accounting for
    Derivative Instruments and Certain Hedging Activities
 89




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  Amendment of Statement 133 on Derivative Instruments and
    Hedging Activities
  p.  Recently
    Implemented Accounting Pronouncements
  Fair Value Measurements No. 157-2, available-for-sale
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  The
    Hierarchy of Generally Accepted Accounting Principles
  Subsequent Events
 90




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  q.  Accounting
    Pronouncements to be Implemented
  Business Combinations.
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Accounting for Transfers of Financial Assets  an
    amendment of FASB Statement 140
  Amendments to FASB Interpretation No. 46(R)
  The tm and the Hierarchy of Generally Accepted Accounting
    Principles  a replacement of FASB Statement
    No. 162 Accounting
    Standards Codification
 91




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    (3)
    Business
    Combinations  Solsil
    Acquisition:
        
    Earned $3,287 and $2,205, respectively, under an operating and
    lease agreement in which Solsil was provided administrative and
    operating support, plus facility space;
    Sold $2,580 and $1,512, respectively, of metallurgical grade
    silicon to Solsil;
    Purchased $1,798 and $954, respectively, of silicon from
    Solsil; and
    Provided a $1,500 loan to Solsil on October 24, 2007. The
    note accrued interest at LIBOR plus 3.0%, through
    February 29, 2008, with interest payable in kind and
    capitalized as principal outstanding at the end of each quarter
    in lieu of payment in cash. The note, including accrued
    interest, was repayable in full on October 24, 2008. As a
    result of the acquisition of Solsil, this note was eliminated in
    consolidation at June 30, 2008 and was converted to equity
    during the year ended June 30, 2009, as further discussed
    below.     92




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
        Yonvey
    Acquisition:
          (4)  Goodwill
    and Intangible Asset Impairment
   93




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    (5)
    Restructuring
    Charges      Liability








Liabilityat June 30,


Restructuring


Cash


at June 30,2008


Charges


Payments


2009Severance and benefit-related costs(1)

$




1,692



(1,465
)


227Lease termination obligations(2)






19



(19
)


Total restructuring

$




1,711



(1,484
)


227   (1)
    
    Includes severance payments made to employees, payroll taxes,
    and other benefit-related
    costs          
    in connection with the terminations of employees.(2)
    
    Includes termination fees related to the cancellation of certain
    contractual lease obligations.    (6)
    Treasury
    Securities   94




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
   (7)
    Inventories    2009


2008Finished goods

$
23,867



17,830Work in process


3,462



7,267Raw materials


31,323



32,068Parts and supplies


8,742



6,403Total

$
67,394



63,568   first-in, first-in,
  (8)
    Prepaid
    Expenses and Other Current Assets    2009


2008Deferred taxes

$
4,276



6,352Income tax receivables


8,227



5,921Value added and other non-income-tax receivables


4,374



3,475Deferred registration costs


302



1,646Treasury securities






2,987Foreign exchange forward contracts


3,243



Other


4,253



4,842Total

$
24,675



25,223  95




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
   (9)
    Property,
    Plant, and Equipment    2009


2008Land, land improvements, and land use rights

$
13,835



13,605Building and improvements


24,176



23,629Machinery and equipment


56,912



48,551Furnaces


99,429



95,925Other


15,728



14,390Construction in progress


47,257



6,678Property, plant, and equipment, gross


257,337



202,778Less accumulated depreciation and amortization


(39,830
)


(22,119
)Property, plant, and equipment, net of accumulated depreciation
    and amortization

$
217,507



180,659     (10)
    Goodwill
    and Other Intangibles    a.  Goodwill
    2009


2008Balance at beginning of year

$
107,257



48,527Yonvey capital increase


3,479



Solsil goodwill impairment


(57,656
)


Tax valuation allowance adjustments (see note 17)


(1,100
)


Solsil acquisition






57,512Yonvey acquisition






3,947Purchase accounting adjustments


(152
)


(2,729
)Balance at end of year

$
51,828



107,257  96




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  b.  Other
    Intangible Assets
    Electricity


UnpatentedContracts


Technology


OtherCost:Balance at June 30, 2007

$
9,574







595Acquisitions






13,143



Purchase price allocation adjustments


1,239







(272
)Tax valuation allowance adjustments (see note 17)


(1,445
)






Balance at June 30, 2008


9,368



13,143



323Purchase price allocation adjustments


190







Tax valuation allowance adjustments (see note 17)


(1,653
)






Solsil intangible asset impairment






(13,143
)


Balance at June 30, 2009

$
7,905







323Accumulated amortization:Balance at June 30, 2007

$
1,915







256Amortization expense


3,751



438



67Balance at June 30, 2008


5,666



438



323Amortization expense


1,485



657



Solsil intangible asset impairment






(1,095
)


Balance at June 30, 2009


7,151







323Net balance at June 30, 2009

$
754







         2010

$
3632011


802012


682013


582014


49Thereafter


136  97




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  c.  Customer
    Contracts
    (11)  Investments
    in Unconsolidated Affiliates
    Balance at


Balance atOwnership


June 30,


June 30,Interest


2009


2008Equity method investment:Norchem


50.00
%

$
1,955



1,992Other cost investments:Inversora Nihuiles S.A(a)


9.75



3,067



3,067Inversora Diamante S.A.(b)


8.40



2,906



2,906Total





$
7,928



7,965     (a)
    
    This entity owns a 51% interest in Hidroelectrica Los Nihuiles
    S.A., which is a hydroelectric company in Argentina.(b)
    
    This entity owns a 59% interest in Hidroelectrica Diamante S.A.,
    which is a hydroelectric company in Argentina.   98




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
   (12)  Debt
  a.  Short-Term
    Debt
    WeightedOutstanding


Average


UnusedBalance


Interest Rate


Credit LineJune 30, 2009:Type debt:Revolving credit

$





%

$
34,560Export financing










7,400Other


6,688



6.69



Total

$
6,688






$
41,960June 30, 2008:Type debt:Revolving credit

$
3,750



6.30
%

$
21,528Export financing


7,030



6.46



951Other


9,360



9.62



Total

$
20,140






$
22,479   Revolving Credit Agreements
  Outstanding


Unused


TotalBalance


Commitment


CommitmentSenior credit facility

$




34,560



35,000    99




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  Export Financing Agreements
  Other
  b.  Long-Term
    Debt
    2009


2008Senior term loan

$
33,684



18,640Junior subordinated term loan






8,500Junior subordinated term loan






8,500Export prepayment financing


17,000



20,000Export financing






9,450Other


2,241



3,975Total


52,925



69,065Less current portion of long-term debt


(16,561
)


(17,045
)Long-term debt, net of current portion

$
36,364



52,020   Senior Term Loan
  Junior Subordinated Term Loans
  Export Prepayment Financing
 100




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    Export Financing
    c.  Debt
    Maturities
    2010

2011

2012

2013

2014

Total$16,561

14,522

13,421

8,421



52,925   (13)  Accrued
    Expenses and Other Current Liabilities
    2009


2008Accrued income taxes

$
6,562



7,569Accrued insurance


1,104



1,313Accrued professional fees


905



2,038Accrued property taxes


963



1,088Accrued wages, bonuses, and benefits


8,329



8,163Customer advances


14,062



2,089Deferred revenue


9,580



Deferred taxes


1,048



77Accrued restructuring charges


227



Other


3,945



4,504Total

$
46,725



26,841  101




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
   (14)  Other
    Long-Term Liabilities
    2009


2008Customer advances

$




10,000Accrued pension liability


6,957



2,109Accrued legal liability






1,119Yonvey call option


1,072



Acquisition contingencies


3,358



3,660Other


5,044



5,754Total

$
16,431



22,642   (15)  Derivative
    Instruments
  mark-to-market
  Interest
    Rate Risk:
           102




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
        Foreign
    Currency Risk:
  non-U.S. operations non-U.S. operations non-U.S. dollar
  Commodity
    Price Risk:
      (Loss) Gain Recognized Duringthe Years Ended June 30

Location2009

2008

2007

of (Loss) GainInterest rate derivatives

$
(840
)


(481
)


18


Interest expenseForeign exchange forward contracts


4,789










Foreign exchange gain  103




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    (16)  Pension
    Plans
  a.  Defined
    Benefit Pension Plans
        Benefit Obligations and Funded Status
  2009


2008Change in benefit obligations:Benefit obligations at beginning of year

$
18,533



19,512Interest cost


1,224



1,181Actuarial loss (gain)


1,301



(1,098
)Benefits paid


(1,074
)


(1,062
)Benefit obligations at end of year

$
19,984



18,533Change in plan assets:Fair value of plan assets at beginning of year

$
16,424



18,390Actual loss on plan assets


(2,737
)


(1,514
)Employer contributions


414



610Benefits paid


(1,074
)


(1,062
)Fair value of plan assets at end of year

$
13,027



16,424Funded status at end of year:Fair value of plan assets

$
13,027



16,424Benefit obligations


19,984



18,533Funded status

$
(6,957
)


(2,109
)Amounts recognized in the consolidated balance sheet consist of:Noncurrent liability

$
(6,957
)


(2,109
)Accumulated other comprehensive loss, net


(3,729
)


(601
)  104




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
        2009

2008Projected benefit obligations / accumulated benefit obligations

$
19,984



18,553Fair value of plan assets


13,027



16,424   Net Periodic Pension Expense (Benefit)
  2009


2008


2007Interest cost

$
1,224



1,181



701Expected return on plan assets


(1,236
)


(1,460
)


(923
)Amortization of net loss


229



74



86Net periodic pension expense (benefit)

$
217



(205
)


(136
)     Assumptions and Other Data
  2009

2008Discount rate


6.25
%


6.75
%       2009

2008

2007Discount rate


6.75
%


6.25
%


5.75
%Expected return on plan assets


8.50



8.50



8.50      105




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    2010

$
1,2322011


1,2492012


1,2712013


1,2962014


1,279Years 2015 - 2019


6,871     Equity securities


55 - 70
%Fixed income securities


30 - 40Real estate


5 - 10     2009


2008Equity securities


62.5
%


60.9
%Fixed income securities


32.0



33.8Real estate


5.0



4.7Other


0.5



0.6Total


100.0
%


100.0
%   b.  Other
    Benefit Plans
       106




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
   (17)  Income
    Taxes
    2009


2008


2007U.S. operations

$
(55,448
)


28,061



19,288Non-U.S.
    operations


21,673



23,617



361Total

$
(33,775
)


51,678



19,649     2009


2008


2007Current:Federal

$
(43
)


9,038



4,419State


1,407



1,677



1,118Foreign


6,710



2,798



340Total current


8,074



13,513



5,877Deferred:Federal


(311
)


(106
)


633State


1,556



109



348Foreign


2,290



2,420



189Total deferred


3,535



2,423



1,170Total provision for income taxes

$
11,609



15,936



7,047     2009


2008


2007Federal statutory rate


35.0
%


35.0
%


35.0
%State taxes, net of federal benefit


(5.7
)


2.3



4.9Income from tax-exempt investments










(5.4
)Goodwill impairment


(59.7
)






Foreign tax holiday and rate differential


3.5



(6.3
)


(0.4
)Change in valuation allowance


(6.7
)






Other items


(0.8
)


(0.2
)


1.8Effective tax rate


(34.4
)%


30.8
%


35.9
%    107




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
        2009


2008Deferred tax assets:Inventory reserves

$
834



774Accounts receivable


695



645Accruals


6,184



2,460Net operating losses and other carryforwards


50,711



51,620Other assets


795



1,329Share-based compensation


5,378



3,065Gross deferred tax assets


64,597



59,893Valuation allowance


(41,302
)


(38,906
)Net deferred tax assets


23,295



20,987Deferred tax liabilities:Fixed assets


(35,734
)


(29,441
)Prepaid expenses


(683
)


Intangibles


(301
)


(4,822
)Investments


(641
)


(485
)Total deferred tax liabilities


(37,359
)


(34,748
)Net deferred tax liabilities

$
(14,064
)


(13,761
)   Accounting for Income Taxes 
    Special Areas
 108




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    Amount

ExpiresFederal

$
38,227


2024 through 2026State


215,132


2010 through 2026Foreign


157,111


No expiration   Accounting for Income Taxes
    2009

2008Federal NOLs

$
3,848


$
3,848State NOLs


2,819



295Foreign NOLs


34,083



33,336Federal credits


461



1,336Capital loss carryover


91



91     Accounting for Income Taxes
 109




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
      (18)  Commitments
    and Contingencies
  a.  Legal
    Contingencies
      b.  Environmental
    Contingencies
    c.  Employee
    Contracts
   110




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    d.  Power
    Commitments
    Facility

Supplier

Terms

Price Structure

CapacityAlloy, West Virginia

Appalachian Power

Through October 30, 2012, 1-year termination notice

Published tariff rate

110 MW interruptibleAlloy, West Virginia

Brookfield Power

Through December 31, 2021

Fixed rate

100 MW (hydro power)Beverly, Ohio

American Electric Power

Evergreen, 1-year termination notice

Published tariff rate

2.5 MW firm
    85 MW interruptibleNiagara Falls, New York

Niagara Mohawk Power Corp.

Five years from date of initial delivery

Based on the EP and RP commodity agreement

32.6 MW replacement
    7.3 MW expansionSelma, Alabama

Alabama Power

Evergreen, 1-year termination notice

Published tariff rate

2.15 MW firm
    40.85 MW interruptibleBreu Branco, Brazil

Electronorte

Through June 30, 2018

Regulated price with specified discount

73 MW firmMendoza, Argentina

EDEMSA

Through October 31, 2009

Specified discount from established price

24 MW firm
    2.5 MW interruptible     e.  Joint
    Development Supply Agreement
   111




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  EITF 00-21.
  f.  Operating
    Lease Commitments
      2010

2011

2012

2013

2014

Thereafter$
1,523



1,064



850



799



125



   g.  Purchase
    Commitments
    h.  Deferred
    Revenue
    (19)  Stockholders
    Equity
  a.  Preferred
    Stock
   112




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  b.  Conversion
    and Redemption of Common Stock
      c.  Warrants
       113




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
        d.  Share
    Repurchase Program
    e.  Cash
    Dividend
    (20)  Earnings
    Per Share
   114




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    2009


2008


2007Basic (loss) earnings per share computationNumerator:Net (loss) income attributable to common stock

$
(41,981
)


36,463



11,834Denominator:Weighted average basic shares outstanding


64,361,828



58,982,325



46,922,343Basic (loss) earnings per common share

$
(0.65
)


0.62



0.25Diluted (loss) earnings per share computationNumerator:Net (loss) income attributable to common stock

$
(41,981
)


36,463



11,834Denominator:Weighted average basic shares outstanding


64,361,828



58,982,325



46,922,343Effect of dilutive securities






13,971,532



3,308,970Weighted average diluted shares outstanding


64,361,828



72,953,857



50,231,313Diluted (loss) earnings per common share

$
(0.65
)


0.50



0.24     2009


2008


2007Stock options


4,315,000



295,000



1,220,000Warrants


201,453







UPOs


3,976,242







5,025,000Total


8,492,695



295,000



6,245,000   (21)  Share-Based
    Compensation
     115




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
      Weighted-AverageWeighted-


Remaining


AggregateNumber of


Average


Contractual


IntrinsicOptions


Exercise Price


Term in Years


ValueOutstanding as of June 30, 2006





$
Granted


1,220,000



7.88Exercised






Forfeited and expired






Outstanding as of June 30, 2007


1,220,000


$
7.88



5.28


$
536Outstanding as of June 30, 2007


1,220,000


$
7.88Granted


415,000



29.86Exercised






Forfeited and expired






Outstanding as of June 30, 2008


1,635,000


$
13.46



5.52


$
30,305Outstanding as of June 30, 2008


1,635,000


$
13.46Granted


2,746,000



5.10Exercised






Forfeited and expired


(66,000
)


20.84Outstanding as of June 30, 2009


4,315,000


$
5.12



4.83


$
5,095Exercisable as of June 30, 2009


529,999


$
6.88



4.73


$
    116




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    2009

2008

2007Risk-free interest rate


1.37% to 3.47%



2.87% to 3.87%



4.84% to 4.97%Expected dividend yield










Expected volatility


50.00 to 67.70



43.00



43.00Expected forfeiture rate










Expected term (years)


3.13 to 6.25



4.00 to 6.50



4.00 to 6.50     Risk-free interest rate


1.45
%Expected dividend yield


Expected volatility


67.40
%Expected forfeiture rate


Expected term (years)


3.13
           2010

2011

2012

2013

2014Share-based compensation (pretax)

$
5,626



4,036



63







      117




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
   (22)  Fair
    Value Measures
            Total


Level 1


Level 2


Level 3AssetsForeign exchange forward contracts

$
3,243







3,243



Available-for-sale
    securities


273



273







Total

$
3,516



273



3,243



LiabilitiesInterest rate derivatives

$
227







227



Yonvey call option


1,072











1,072Total

$
1,299







227



1,072     Available-for-sale
    (23)  Related
    Party Transactions
   118




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    
    Paid Marco Realty $207, $160, and $105, respectively, to rent
    office space for its corporate headquarters in New York City,
    New York.
    Entered into agreements with Marco International to purchase
    graphitized carbon electrodes. Marco International billed $0,
    $9,133, and $4,847, respectively, under these agreements.
    Entered into an agreement to sell ferrosilicon to Marco
    International. Net sales were $1,286, $0, and $0, respectively,
    under this agreement.
    Entered into agreements to purchase sodium carbonate from Marco
    International. Purchases under this agreement totaled $126, $0,
    and $0, respectively.
    Entered into agreements to sell calcium silicon powder to Marco
    International. Under certain agreements, Marco International
    agreed to pay 80% of the price in advance in return for interest
    at LIBOR plus 5.0%. Interest was payable until Marco
    International was paid by its customer. Sales under these
    agreements totaled $0, $1,152, and $1,438, respectively.          (24)  Operating
    Segments
    
    GMI  a manufacturer of silicon metal and
    silicon-based alloys located in the United States.
    Globe Metais  a manufacturer of silicon metal located
    in Brazil.
    Globe Metales  a manufacturer of silicon-based alloys
    located in Argentina.
    Solsil  a manufacturer of upgraded metallurgical
    grade silicon metal located in the United States.
    Corporate  general corporate expenses, investments,
    and related investment income. 119




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
   
    Other  segments that do not fit into the above
    reportable segments and are immaterial for purposes of separate
    disclosure. The operating segments include Yonveys
    electrode production operations and certain other distribution
    operations for the sale of silicon metal and silicon-based
    alloys.    2009


2008


2007Silicon metal

$
257,571



329,279



155,587Silicon-based alloys


141,356



105,326



58,189Other, primarily by-products


27,364



18,034



8,152Total

$
426,291



452,639



221,928   a.  Segment
    Data
    2009Income (Loss)Before IncomeDepreciation


Operating








Taxes, Deferredand


Income


Interest


Interest


Interest and


Total


CapitalNet Sales


Amortization


(Loss)


Income


Expense(1)


Minority Interest


Assets


ExpendituresGMI

$
277,466



12,300



47,347



60



2,688



46,627



230,463



29,424Globe Metais


95,096



2,588



14,602



470



2,061



15,065



74,975



3,466Globe Metales


50,731



2,401



14,949







1,456



13,998



64,064



481Solsil


2,202



1,171



(79,797
)






(154
)


(79,643
)


31,834



11,244Corporate






38



(21,397
)


477



334



(20,771
)


287,995



138Other


18,140



1,309



(6,386
)


3



843



(6,857
)


39,844



6,684Eliminations


(17,344
)






(2,194
)


(281
)


(281
)


(2,194
)


(255,895
)


$
426,291



19,807



(32,876
)


729



6,947



(33,775
)


473,280



51,437   120




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  2008Income (Loss)Before IncomeDepreciation


Operating








Taxes, Deferredand


Income


Interest


Interest


Interest and


Total


CapitalNet Sales


Amortization


(Loss)


Income


Expense(1)


Minority Interest


Assets


ExpendituresGMI

$
308,074



11,881



45,344



15



5,428



41,277



208,616



11,152Globe Metais


108,218



4,530



23,386



600



3,825



21,664



85,558



3,737Globe Metales


42,090



2,110



4,970



6



1,634



2,974



61,066



3,177Solsil


1,532



599



(2,853
)


22



64



(2,895
)


99,122



3,491Corporate










(12,760
)


3,975



481



(10,014
)


295,498



72Other


7,071



219



(697
)


2



214



(901
)


29,472



728Eliminations


(14,346
)






(427
)


(1,994
)


(1,994
)


(427
)


(231,158
)


$
452,639



19,339



56,963



2,626



9,652



51,678



548,174



22,357   2007Income (Loss)Before IncomeDepreciation


Operating








Taxes, Deferredand


Income


Interest


Interest


Interest and


Total


CapitalNet Sales


Amortization


(Loss)


Income


Expense(1)


Minority Interest


Assets


ExpendituresGMI

$
172,158



7,490



18,919







3,391



14,961



194,931



7,651Globe Metais


27,606



1,940



2,173



592



2,236



1,302



82,392



707Globe Metales


21,384



1,180



781



16



738



(181
)


59,272



252Corporate










(1,870
)


6,434







4,564



216,512



Other


4,585



31



(665
)






54



(804
)


4,112



19Eliminations


(3,805
)






(193
)


(1,191
)


(1,191
)


(193
)


(167,876
)


$
221,928



10,641



19,145



5,851



5,228



19,649



389,343



8,629   1
    
     Net of capitalized interest.    b.  Geographic
    Data
    2009


2008


2007United States

$
331,095



361,127



172,158Argentina


41,045



35,281



18,633Brazil


42,923



49,497



27,606China


3,602



569



Poland


7,626



6,165



3,531Total

$
426,291



452,639



221,928  121




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    2009


2008United States

$
180,392



221,854Argentina


32,515



34,435Brazil


29,760



29,679China


27,060



17,996Poland


839



836Total

$
270,566



304,800     c.  Major
    Customer Data
    2009


2008


2007Dow Corning Corporation


18
%


15
%


15
%Wacker Chemie AG


11



9



5All other customers


71



76



80Total


100
%


100
%


100
%     (25)  Parent
    Company Condensed Financial Information
   122




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
    GLOBE
    SPECIALTY METALS, INC.
    (Parent Company Only)
    Condensed Balance Sheets
    June 30, 2009 and 2008
  2009


2008AssetsCurrent assets:Cash and cash equivalents

$
29,588



58,605Due from affiliates


2,444



1,656Prepaid expenses and other current assets


9,823



7,644Total current assets


41,855



67,905Property, plant, and equipment, net


172



72Investments in affiliates


277,033



284,601Deferred tax assets


5,404



3,336Other assets


1,008



994Total assets

$
325,472



356,908Liabilities and Stockholders EquityCurrent liabilities:Accounts payable

$
64



1,001Due to affiliates


8,378



3,935Accrued expenses and other current liabilities


3,391



2,074Total current liabilities


11,833



7,010Long-term liabilities:Other long-term liabilities


3,359



3,661Total liabilities


15,192



10,671Minority interest


5,897



3,956Stockholders equity:Common stock, $0.0001 par value. Authorized,
    150,000,000 shares; issued, 66,944,254 and
    63,050,416 shares at June 30, 2009 and 2008,
    respectively


7



6Additional paid-in capital


303,364



296,137Retained earnings


4,660



46,641Accumulated other comprehensive loss


(3,644
)


(503
)Treasury stock at cost, 1,000 shares and 0 shares at
    June 30, 2009 and 2008, respectively


(4
)


Total stockholders equity


304,383



342,281Total liabilities and stockholders equity

$
325,472



356,908  123




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  GLOBE
    SPECIALTY METALS, INC.
    (Parent Company Only)
    Condensed Statements of Operations
    Years Ended June 30, 2009, 2008, and 2007
  2009


2008


2007Equity in (loss) income from operating subsidiaries, net of tax

$
(43,842
)


46,961



10,344Dividend income from operating subsidiaries


12,769







Selling, general, and administrative expenses


(22,786
)


(17,588
)


(3,040
)Restructuring charges


(95
)






Interest income


224



2,012



5,243Interest expense


(334
)


(481
)


Foreign exchange gain (loss)


644



(767
)


Other income


18







(Loss) income before provision for income taxes, deferred
    interest attributable to common stock subject to redemption, and
    losses attributable to minority interest


(53,402
)


30,137



12,547Benefit for income taxes


8,018



5,605



55Net (loss) income before deferred interest attributable to
    common stock subject to redemption, and losses attributable to
    minority interest


(45,384
)


35,742



12,602Deferred interest attributable to common stock subject to
    redemption










(768
)Losses attributable to minority interest, net of tax


3,403



721



Net (loss) income attributable to common stock

$
(41,981
)


36,463



11,834  124




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
  GLOBE
    SPECIALTY METALS, INC.
    (Parent Company Only)
    Condensed Statements of Cash Flows
    Years Ended June 30, 2009, 2008, and 2007
  2009


2008


2007Cash flows from operating activities:Net (loss) income attributable to common stock

$
(41,981
)


36,463



11,834Adjustments to reconcile net (loss) income attributable to
    common stock to net cash provided by (used in) operating
    activities:Equity in loss (income) from operating subsidiaries


43,842



(46,961
)


(10,344
)Depreciation


38







Share-based compensation


6,395



8,176



512Losses attributable to minority interest, net of tax


(3,403
)


(721
)


Deferred taxes


(3,174
)


(3,099
)


(237
)Deferred interest attributable to common stock subject to
    redemption










768Changes in operating assets and liabilities:Due from affiliates


(2,392
)


19,610



(19,724
)Prepaid expenses and other current assets


(5,336
)


(3,040
)


(266
)Accounts payable


(937
)


990



(79
)Due to affiliates


4,443



3,745



190Accrued expenses and other current liabilities


1,315



861



1,202Other operating cash flows


2,142



1,087



(827
)Net cash provided by (used in) operating activities


952



17,111



(16,971
)Cash flows from investing activities:Capital expenditures


(138
)


(72
)


Held-to-maturity
    treasury securities


2,987



(2,987
)


Acquisition of businesses






(3,742
)


(92,581
)Investments in operating subsidiaries


(32,466
)


(4,302
)


Notes receivable from Solsil, Inc.






(1,500
)


Purchase of investments held in trust










(3,038
)Funds released from trust










190,192Other investing activities






(34
)


Net cash (used in) provided by investing activities


(29,617
)


(12,637
)


94,573Cash flows from financing activities:Proceeds from warrants exercised


833



3,497



19,458Dividends paid










(3,257
)Purchase of redeemed shares










(42,802
)Other financing activities


(1,185
)


(1,393
)


(970
)Net cash (used in) provided by financing activities


(352
)


2,104



(27,571
)Net (decrease) increase in cash and cash equivalents


(29,017
)


6,578



50,031Cash and cash equivalents at beginning of year


58,605



52,027



1,996Cash and cash equivalents at end of year

$
29,588



58,605



52,027  125




---



##### 



GLOBE
    SPECIALTY METALS, INC.
    AND SUBSIDIARY COMPANIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30, 2009, 2008, and 2007
    (Dollars in thousands, except per share data)
   (26)
    Subsequent
    Events        (27)
    Unaudited
    Quarterly Results    First

Second

Third

FourthQuarter

Quarter

Quarter

Quarter(Unaudited)2009:Net sales

$
149,157



119,307



76,146



81,681Operating income (loss)


27,394



(62,161
)


975



916Net income (loss) attributable to common stock


16,965



(61,521
)


937



1,638Basic earnings (loss) per common share


0.27



(0.97
)


0.01



0.02Diluted earnings (loss) per common share


0.20



(0.97
)


0.01



0.022008:Net sales

$
89,286



101,550



125,915



135,888Operating income


5,384



6,717



18,562



26,300Net income attributable to common stock


3,189



4,484



10,570



18,220Basic earnings per common share


0.06



0.08



0.18



0.29Diluted earnings per common share


0.05



0.06



0.14



0.22  126




---



##### 



Exhibit Index
  ExhibitNumber

Description of Document2
.1

Agreement and Plan of Merger, dated as of January 8, 2008,
    by and among GSM, Solsil Acquisition Corp. and Solsil**2
.2

Amendment to Agreement and Plan of Merger, dated as of
    February 29, 2008, by and among GSM, Solsil Acquisition
    Corp., Solsil and the Representatives named therein**3
.1

Amended and Restated Certificate of Incorporation*3
.2

Certificate of Amendment to the Amended and Restated Certificate
    of Incorporation*3
.3

Amended and Restated Bylaws**4
.1

Second Amended and Restated Credit Agreement dated as of
    September 18, 2008, by and among GMI, Alabama Sand and
    Gravel, Inc., Laurel Ford Resources, Inc., West Virginia Alloys,
    Inc., as subsidiary guarantors, GSM, as Parent, the lender
    parties thereto, and Societe Generale, as Sole Arranger,
    Administrative Agent, Issuing Bank, Swingline Lender and
    Collateral Agent**10
.1

2006 Employee, Director and Consultant Stock Option Plan*10
.2

Employment Agreement, dated May 26, 2008, between GSM and
    Jeff Bradley*10
.3

Employment Agreement, dated November 13, 2006, between GSM
    and Alan Kestenbaum*10
.4

Employment Agreement, dated May 31, 2006, between Solsil
    and Alan Kestenbaum*10
.5

Employment Agreement, dated November 13, 2006, between GSM
    and Arden Sims*10
.6

Employment Agreement, dated May 31, 2006, between Solsil
    and Arden Sims*10
.7

Employment Agreement, dated November 13, 2006, between GSM
    and Theodore A. Heilman, Jr.*10
.8

Employment Agreement, dated June 8, 2007, between GSM and
    Daniel Krofcheck*10
.9

Employment Agreement, dated June 20, 2008, between GSM and
    Stephen Lebowitz*10
.10

Solsil Secured Promissory Note made on October 24, 2007 and
    issued to Plainfield Direct Inc.**10
.11

Solsil Secured Promissory Note made on October 24, 2007 and
    issued to Plainfield Direct Inc.***10
.12

Employment Agreement, dated September 21, 2008, between GSM
    and Malcolm Appelbaum****21
.1

Subsidiaries*31
.1

Certification of Principal Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Principal Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.3

Certification of the Principal Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of the Principal Executive Officers and Principal
    Financial Officer Pursuant to 18 U.S.C. 1350, as adopted
    Pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002     
    
    Filed herewith.*
    
    Incorporated by reference to the exhibit with the same
    designation filed with the Companys registration statement
    on
    Form S-1
    (Registration
    No. 333-152513)
    filed on July 25, 2008.**
    
    Incorporated by reference to the exhibit with the same
    designation filed with Amendment No. 1 to the
    Companys registration statement on
    Form S-1
    (Registration
    No. 333-152513)
    filed on November 4, 2008.***
    
    Incorporated by reference to the exhibit with the same
    designation filed with Amendment No. 2 to the
    Companys registration statement on
    Form S-1
    (Registration
    No. 333-152513)
    filed on June 9, 2009.****
    
    Incorporated by reference to the exhibit with the same
    designation filed with Amendment No. 3 to the
    Companys registration statement
    Form S-1
    (Registration Statement
    No. 333-152513)
    filed on July 16, 2009.