Page 4 of 5 – SEC Filing
This Amendment
No. 2 amends and supplements the statement on Schedule 13D filed on September 18, 2015, as amend by Amendment No. 1 dated January
14, 2016 (as amended, the “Schedule 13D”), filed by Nathan Kahn and Sandra Kahn (collectively, the “Reporting
Persons”) with respect to the Common Stock, par value $.01 per share (the “Shares”), of Empire Resources, Inc,
a Delaware corporation (the “Company”).
Unless otherwise
defined, all capitalized terms used herein shall have the meaning given such terms in the Schedule 13D.
Items 6 and
7 of the Schedule 13D are hereby amended to add the following information.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
In connection the Company entering into
an Agreement and Plan of Merger with Ta Chen Stainless Pipe Co., Ltd., a publicly-traded Taiwan (ROC) corporation (“Parent”),
and Ta Chen Investment Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”) (the “Merger
Agreement”), providing for, among other things, the commencement by Sub of a tender offer (the “Offer”) for all
of the outstanding shares of Common Stock of the Company to be followed by a merger of Sub with and into the Company, the Reporting
Persons entered into an agreement with Parent and Sub (the “Tender Agreement”) pursuant to which the Reporting Persons
have agreed to tender all of the shares of Common Stock of the Company they own into the Offer and not to otherwise transfer any
of such shares; provided that the Reporting Persons have the right to donate up to 82,000 shares to one or more charities without
violating the terms of the Tender Agreement and, in such case, the obligations contained therein, including the obligation to tender
such shares into the Offer, shall not apply. The Tender Agreement terminates if the Merger Agreement is terminated in accordance
with its terms (including a termination in connection with the Company accepting another acquisition proposal in accordance with
the terms of the Merger Agreement). The foregoing description of the Tender Agreement is qualified in its entirety by reference
to the Tender Agreement, a copy of which is filed as an exhibit to this Amendment No. 2.
Except for the Tender
Agreement, neither of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect
to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or losses or the giving or withholding
of proxies.
