UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
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x
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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For the
fiscal year ended December 31, 2008
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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For the
Transition Period from ________ to ________
Commission
File Number
1-2394
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WHX
CORPORATION
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(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
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13-3768097
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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1133
Westchester Avenue
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White Plains, New
York
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10604
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (914)
461-1300
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Securities
registered pursuant to Section 12(b) of the Act:
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Name
of each exchange on
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Title of each
class
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which
registered
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Common
Stock, $.01 par value
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NASDAQ
Capital Market
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Securities
registered pursuant to Section 12 (g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
o
Yes
x
No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
o
Yes
x
No
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
x
Yes
o
No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
o
Yes
x
No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
Accelerated Filer
o
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Accelerated
Filer
o
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Non-Accelerated
Filer
o
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Smaller
Reporting Company
x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
o
Yes
x
No
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of registrant as of June 30, 2008 totaled approximately $7.5
million based on the then-closing stock price.
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes
x
No
¨
On April
24, 2009, there were approximately 12,178,565 shares of common stock, par value
$0.01 per share.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
EXPLANATORY
NOTE
The
purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to amend and
restate Part III, Items 10 through 14, of the previously filed Annual Report on
Form 10-K of WHX Corporation (“WHX” or the “Company”) for the year ended
December 31, 2008, filed with the Securities and Exchange Commission on March
31, 2009 (the “Original Form 10-K”), to include information previously omitted
in reliance on General Instruction G to Form 10-K, which provides that
registrants may incorporate by reference certain information from a definitive
proxy statement prepared in connection with the election of directors. The
Company has determined to include such Part III information by amendment of the
Original Form 10-K rather than by incorporation by reference to the proxy
statement. Accordingly, Part III of the Original Form 10-K is hereby amended and
restated as set forth below.
There are
no other changes to the Original Form 10-K other than those set forth below.
This Amendment does not reflect events occurring after the filing of the
Original Form 10-K, nor does it modify or update disclosures therein in any way
other than as required to reflect the amendment set forth below. Among other
things, forward-looking statements made in the Original Form 10-K have not been
revised to reflect events that occurred or facts that became known to us after
the filing of the Original Form 10-K, and such forward-looking statements should
be read in their historical context.
______________________________________________
WHX CORPORATION
Annual
Report on Form 10-K/A
For
the Year Ended December 31, 2008
PAGE
PART III
Item
10. Directors
and Executive Officers of the Company
Set forth
below are the names and ages of the directors and executive officers of the
Company and their principal occupations at present and for the past five
years. The directors of the Company are elected to serve until the
next annual meeting of stockholders and until their respective successors have
been duly elected and qualified. Our executive officers are appointed
by the Board of Directors of the Company and serve until their successors have
been duly appointed and qualified. There are, to the knowledge of the
Company, no agreements or understandings by which these individuals were so
selected. No family relationships exist between any directors or
executive officers, as such term is defined in Item 402 of Regulation S-K
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The Board has adopted independence standards for directors
that conform to the standards required by the NASDAQ Stock Market (“NASDAQ”) for
listed companies. Based on the Company’s director independence
standards, the Board has affirmatively determined that Louis Klein, Jr., Garen
W. Smith and Robert Frankfurt are independent.
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All
Offices with the Company
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Director
and/or Executive Officer Since
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Warren
G. Lichtenstein
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43
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Chairman
of the Board of Directors
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2005
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Robert
Frankfurt*
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43
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Director
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2008
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Peter
T. Gelfman
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45
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General
Counsel and Secretary
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2008
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Jack
L. Howard
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47
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Director
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2005
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Glen
M. Kassan
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65
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Vice
Chairman of the Board of Directors and Chief Executive
Officer
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2005
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Louis
Klein, Jr.*
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73
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Director
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2002
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James
F. McCabe, Jr.
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46
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Chief
Financial Officer and Senior Vice President
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2007
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John
H. McNamara, Jr.
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45
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Director
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2008
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John
J. Quicke
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59
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Director
and Vice President
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2005
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Garen
W. Smith*
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66
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Director
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2002
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Jeffrey
A. Svoboda
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57
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Senior
Vice President of the Company and President and Chief Executive Officer of
Handy & Harman (“H&H”) and Bairnco Corporation
(“Bairnco”).
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2008
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_______________
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*
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Member
of the Compensation Committee and the Audit
Committee
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Business
Background
The
following is a summary of the business background and experience of each of the
persons named above:
Warren G.
Lichtenstein
. Chairman of the Board of Directors.
Warren G.
Lichtenstein has served as Chairman of the Board of WHX since July
2005. Mr. Lichtenstein is CEO of Steel Partners LLC (“Steel
Partners”), a global management firm. Steel Partners is the manager
of Steel Partners II, L.P. (“SP II”), Steel Partners II Master Fund L.P. (“SP II
Master”) and Steel Partners Holdings L.P. (“Steel Partners
Holdings”). Mr. Lichtenstein has been associated with Steel Partners
and its affiliates since 1990. Steel Partners Holdings is a diversified holding
company with interests in a variety of businesses, including industrial
products, energy, aerospace and defense, banking, insurance and food and
beverage. Mr. Lichtenstein co-founded SP II in 1993. He is also a
Co-Founder of Steel Partners Japan Strategic Fund (Offshore), L.P., a private
investment partnership investing in Japan, and Steel Partners China Access I LP,
a private equity partnership investing in China. Mr. Lichtenstein has been the
Chairman of the Board, President and CEO of SP Acquisition Holdings, Inc. (“SP
Acquisition”), a company formed for the purpose of acquiring one or more
businesses or assets, since February 2007. Mr. Lichtenstein was a director
(formerly Chairman of the Board) of SL Industries, Inc. (“SL Industries”), a
designer and manufacturer of power electronics, power motion equipment, power
protection equipment and teleprotection and specialized communication equipment,
from January 2002 to May 2008 and served as CEO from February 2002 to August
2005. He has been a director of GenCorp. Inc., a manufacturer of aerospace and
defense products and systems with a real estate business segment, since March
2008. Mr. Lichtenstein served as a director of KT&G Corporation,
South Korea’s largest tobacco company, from March 2006 to March 2008. He was a
director (formerly Chairman of the Board) of United Industrial Corporation
(“UIC”), a company principally focused on the design, production and support of
defense systems, which was acquired by Textron Inc., from May 2001 to November
2007. He served as a director of the predecessor entity of Steel Partners
Holdings from 1996 to June 2005, as Chairman and CEO from December 1997 to June
2005 and as President from December 1997 to December 2003. Age 43.
Robert
Frankfurt
. Director.
Robert
Frankfurt has been a director of WHX since November 2008. Mr.
Frankfurt is the founder of Myca Partners, Inc., an investment advisory services
firm, and has served as its President since November 2006. From
February 2005 through December 2005, Mr. Frankfurt served as the Vice President
of Sandell Asset Management Corp., a privately owned hedge fund. From
October 2002 through January 2005, Mr. Frankfurt was a private
investor. Mr. Frankfurt graduated from the Wharton School of Business
at the University of Pennsylvania with a B.S. in Economics and received an
M.B.A. from the Anderson Graduate School of Management at UCLA. Age
43.
Peter T.
Gelfman
. General Counsel and Secretary.
Peter T.
Gelfman has been General Counsel and Secretary of the Company since April
2008. From July 2005 through April 2008, Mr. Gelfman was employed by
Rheem Manufacturing Company as Deputy General Counsel from July 2005 to June
2006 and served as the Vice President, Secretary and General Counsel from June
2006 to April 2008. Previously, he served as a Senior Associate
General Counsel for Sequa Corporation (“Sequa”), a diversified industrial
company, from June 1999 through June 2005. Mr. Gelfman served as a
Senior Attorney for Westvaco Corporation, now Mead Westvaco, from June 1996
through June 1999. Additionally, Mr. Gelfman served as an Assistant
United States Attorney for the United States Attorney for the Southern District
of New York, Criminal Division, from February 1992 through May 1996 and as a
litigation associate with Cravath, Swaine & Moore from September 1989
through December 1991. Age 45.
Jack L.
Howard
. Director.
Jack L.
Howard has been a director of WHX since July 2005. He is the
President of Steel Partners and has been associated with Steel Partners and its
affiliates since 1993. Mr. Howard co-founded SP II in
1993. He has been a registered principal of Mutual Securities, Inc.,
a FINRA registered broker-dealer, since 1989. Mr. Howard has served
as the Chief Operating Officer of SP Acquisition since June 2007 and has served
as its Secretary since February 2007. He also served as a director of
SP Acquisition from February 2007 to June 2007 and as its Vice-Chairman from
February 2007 to August 2007. He has served as a director (currently
Chairman) of Adaptec, Inc. (“Adaptec”), a storage solutions provider, since
December 2007. Mr. Howard has served as Chairman of the Board of a
predecessor entity of Steel Partners Holdings from June 2005 to December 2008,
as a director from 1996 to December 2008 and as its Vice President from 1997 to
December 2008. From 1997 to May 2000, he also served as Secretary,
Treasurer and Chief Financial Officer of Steel Partners Holdings’s predecessor
entity. He has served as a director of NOVT Corporation (“NOVT”), a
former developer of advanced medical treatments for coronary and vascular
disease, since April 2006. He has served as a director of CoSine
Communications Inc., a former global telecommunications equipment supplier,
since July 2005. He served as Chairman of the Board and Chief
Executive Officer of Gateway Industries, Inc., a provider of database
development and web site design and development services, from February 2004 to
April 2007 and as Vice President from December 2001 to April
2007. Age 47.
Glen M.
Kassan
. Vice Chairman of the Board of Directors and Chief
Executive Officer.
Glen M.
Kassan has served as a director of the Company since July 2005 and as the
Company’s Vice Chairman of the Board and Chief Executive Officer since October
2005. He is a Managing Director and operating partner of Steel
Partners and has been associated with Steel Partners and its affiliates since
August 1999. He served as the Vice President, Chief Financial Officer
and Secretary of the predecessor entity of Steel Partners Holdings from June
2000 to April 2007. He has served as a director of SL Industries
since January 2002, its Chairman of the Board since May 2008, its Vice Chairman
of the Board from August 2005 to May 2008 and its President from February 2002
to August 2005. He was a director of UIC from October 2002 to
November 2007. Age 65.
Louis Klein,
Jr
. Director.
Louis
Klein, Jr. has served as a director of WHX since 2002. He has served
as trustee of Manville Personal Injury Settlement Trust from 1991 through 2007,
trustee of WT Mutual Fund and WT Investment Trust I (Wilmington Trust) since
1998 and trustee of the CRM Mutual Fund since 2005. He has also
served as a director of Bulwark Corporation, a private company engaged in real
estate investment, from 1998 through June 2008. Age 73.
James F. McCabe,
Jr
. Chief Financial Officer and Senior Vice
President.
James F.
McCabe, Jr. has been Senior Vice President of each of the Company and H&H
since March 2007 and Chief Financial Officer of the Company since August
2008. From 2004 to 2007, Mr. McCabe served as Vice President of
Finance and Treasurer, NE Region, of American Water, a water utility and
subsidiary of RWE AG. From 1991 to 2003, at Teleflex Incorporated, a
diversified industrial company, he served as President of Teleflex Aerospace
Group from 2002 to 2003, which manufactures and services turbine components and
aircraft cargo systems, President of Sermatech International, an engineered
coatings business from 2001 to 2002, and as its Chief Operating Officer from
2000 to 2001. Age 46.
John H. McNamara,
Jr
. Director.
John H.
McNamara, Jr. has served as a director of WHX since February 2008. He
is a Managing Director and investment professional of Steel Partners and has
been associated with Steel Partners and its affiliates since May
2006. He serves as a director of SL Industries and Fox & Hound
Restaurant Group, an owner and operator of entertainment
restaurants. Mr. McNamara also served as a director of the
predecessor entity of Steel Partners Holdings from April 2008 to December 2008,
and was its Chief Executive Officer from June 2008 to December
2008. Prior to working at Steel Partners, Mr. McNamara was a Managing
Director and Partner at Imperial Capital LLC, an investment banking firm, which
he joined in 1995. As a member of its Corporate Finance Group he
provided advisory services for middle market companies in the areas of mergers
and acquisitions, restructurings and financings. Mr. McNamara began
his career at Bay Banks, Inc., a commercial bank, where he served in lending and
work-out capacities. Age 45.
John J.
Quicke
. Director and Vice President.
John J.
Quicke has served as a director of WHX since July 2005 and as a Vice President
of WHX since October 2005. Mr. Quicke served as the President and
Chief Executive Officer of Bairnco from April 2007 to December
2008. He is a Managing Director and operating partner of Steel
Partners. Mr. Quicke has been associated with Steel Partners and its
affiliates since September 2005. He has served as a director of Rowan
Companies, Inc., a contract drilling company, since January 2009. He
has served as a director of Adaptec since December 2007. He has
served as Chairman of the Board of Collins Industries, Inc. (“Collins”), a
subsidiary of BNS Holdings, Inc., a manufacturer of school busses, ambulances
and terminal trucks, since November 2008 and as a director of Collins since
October 2006. He served as a director of Angelica Corporation, a
provider of health care linen management services, from August 2006 to July
2008. Mr. Quicke served as Chairman of the Board of NOVT from April
2006 to January 2008, and served as President and Chief Executive Officer of
NOVT from April 2006 to November 2006. Mr. Quicke also served as a
director of Layne Christensen Company, a provider of products and services for
the water, mineral, construction and energy markets, from October 2006 to June
2007. He served as a director, President and Chief Operating Officer
of Sequa from 1993 to March 2004, and as Vice Chairman and Executive Officer of
Sequa from March 2004 to March 2005. As Vice Chairman and Executive
Officer of Sequa, Mr. Quicke was responsible for the Automotive, Metal Coating,
Specialty Chemicals, Industrial Machinery and Other Product operating segments
of the company. From March 2005 to August 2005, Mr. Quicke
occasionally served as a consultant to SP II and explored other business
opportunities. Mr. Quicke is a Certified Public Accountant and a member of the
AICPA. Age 59.
Garen W.
Smith
. Director.
Garen W.
Smith has served as a director of WHX since 2002. He was Chairman of
the Board of H&H from 2003 through September 2005. Mr. Smith was
Vice President, Secretary and Treasurer of Abundance Corp., a consulting company
that provided services to the Company, from 2002 to February 2005. In
addition, he was President and Chief Executive Officer of Unimast Incorporated
from 1991 to 2002. Mr. Smith also serves as a director of Phillips
Manufacturing Company. Age 66.
Jeffrey A.
Svoboda
. Senior Vice President of the Company and President
and Chief Executive Officer of H&H and Bairnco.
Jeffrey
A. Svoboda has been President and Chief Executive Officer of H&H since
January 2008, President and Chief Executive Officer of Bairnco since January
2009 and a Senior Vice President of the Company since March 2009. Mr.
Svoboda has previously served as the Group Executive and Corporate Vice
President of Danaher Corporation from 2001 through 2007. Age 57.
Section
16(A) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires the Company’s directors and officers, and
persons who own more than 10% of a registered class of its equity securities, to
file reports of ownership and changes in ownership (typically, Forms 3, 4 and/or
5) of such equity securities with the SEC and NASDAQ. Such entities
are also required by SEC regulations to furnish the Company with copies of all
such Section 16(a) reports.
Based
solely on a review of Forms 3 and 4 and amendments thereto furnished to the
Company and written representations that no Form 5 or amendments thereto were
required, the Company believes that during the fiscal year ended December 31,
2008, its directors and officers, and greater than 10% beneficial owners, have
complied with all Section 16(a) filing requirements except for the following
reports that were inadvertently reported late: (1) Jeffrey A Svoboda failed to
file one timely report on Form 4 required by section 16(a), (2) John H.
McNamara, Jr., failed to file one timely report on Form 3 required by section
16(a) and (3) Robert Frankfurt failed to file one timely report on Form 3
required by section 16(a).
Code
of Ethics
The
Company has adopted a code of conduct and ethics (the “Code of Conduct and
Ethics”) that applies to all of its directors, officers and
employees. The Code of Conduct and Ethics is reasonably designed to
deter wrongdoing and to promote (i) honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships, (ii) full, fair, accurate, timely and
understandable disclosure in reports and documents filed with, or submitted to,
the Securities and Exchange Commission (the “SEC”) and in other public
communications made by the Company, (iii) compliance with applicable
governmental laws, rules and regulations, (iv) the prompt internal reporting of
violations of the Code of Conduct and Ethics to appropriate persons identified
in the Code of Conduct and Ethics, and (v) accountability for adherence to the
Code of Conduct and Ethics. The Code of Conduct and Ethics is available on the
Company’s website at www.whxcorp.com. Amendments to the Code of
Conduct and Ethics and any grant of a waiver from a provision of the Code of
Conduct and Ethics requiring disclosure under applicable SEC rules will be
disclosed on the Company’s website at www.whxcorp.com.
Audit
Committee
The
Company has a separately standing Audit Committee established in accordance with
Section 3(a) (58) (A) of the Exchange Act. The Audit Committee has a
charter, a current copy of which is available on the Company’s website,
www.whxcorp.com. The members of the Audit Committee are Louis Klein,
Jr., Garen W. Smith and Robert Frankfurt. Each of Messrs. Klein,
Smith and Frankfurt are non-employee members of the Board. After
reviewing the qualifications of the current members of the Audit Committee, and
any relationships they may have with the Company that might affect their
independence from the Company, the Board has determined that (1) all current
Audit Committee members are “independent” as that concept is defined in Section
10A of the Exchange Act, (2) all current Audit Committee members are financially
literate, and (3) Mr. Klein qualifies as an “audit committee financial expert”
under the applicable rules promulgated pursuant to the Exchange
Act. The Audit Committee met 9 times and took action by unanimous
written consent 1 time during the fiscal year ended December 31,
2008.
Item
11. Executive
Compensation.
Summary
Compensation Table
The
following table sets forth all compensation awarded to, paid to or earned by the
following type of executive officers for each of the Company’s last two
completed fiscal years: (i) individuals who served as, or acted in the
capacity of, the Company’s principal executive officer for the fiscal year ended
December 31, 2008; (ii) the Company’s two most highly compensated executive
officers, other than the chief executive, who were serving as executive officers
at the end of the fiscal year ended December 31, 2008; and (iii) up to two
additional individuals for whom disclosure would have been provided but for the
fact that the individual was not serving as an executive officer of the Company
at the end of the fiscal year ended December 31, 2008 (of which there was one).
We refer to these individuals collectively as our named executive
officers.
Name
and Principal Position
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Non-qualified
Deferred Compensation Earnings
($)
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All
Other Compensation
($)
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(a)
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(b)
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(c)
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(d)
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(f)
(1)
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(h)
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(i)
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(j)
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Glen
M. Kassan
Chief
Executive Officer
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2008
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600,000
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--
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--
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--
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28,322
(2)
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628,322
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2007
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600,000
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100,000
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--
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--
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100,208
(3)
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800,208
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James
F. McCabe, Jr.
Chief
Financial Officer and Senior Vice President
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2008
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310,615
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166,257
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47,304
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--
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65,209
(4)
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589,385
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2007
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244,615
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100,000
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117,197
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--
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42,686
(4)
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504,498
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Jeffrey
A. Svoboda
Senior Vice President of WHX
and President and Chief Executive Officer of H&H and
Bairnco
(5)
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2008
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451,923
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356,524
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74,053
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--
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31,207
(6)
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913,707
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2007
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--
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--
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--
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--
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--
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--
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Daniel
P. Murphy, Jr.
Senior Vice President of
Corporate Development
(7)
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2008
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294,266
|
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--
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49,188
|
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--
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970,229
(8)
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1,313,683
|
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2007
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467,692
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140,000
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234,395
|
|
--
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46,080
(9)
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888,167
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_____________
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(1)
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Amounts
reflect the dollar amount recognized for financial statement reporting
purposes for the fiscal year in accordance with Statement of Financial
Accounting Standards No. 123(R), “Accounting for Stock-Based Compensation”
(“SFAS No. 123(R)”). Assumptions used in the calculation of
these amounts are included in Note 14 to the Company’s Consolidated
Financial Statements filed with the Original Form 10-K. As of
December 31, 2008, option awards had an exercise price of $90.00 per
share, as adjusted pursuant to the terms of the 2007 Incentive Stock Plan
to reflect a 1-for-10 reverse stock split of its outstanding common stock
effected on November 24, 2008 (the “Reverse Stock Split”). The
stock price of WHX’s common stock as of December 31, 2008 was
$8.00.
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(2)
|
Consists
of payments for life insurance and discretionary 401(k)
payments. In 2008, the amount recognized as compensation
expense for financial statement reporting purposes for the fiscal year in
accordance with SFAS No. 123(R) for the “Arrangement” (defined below) was
zero.
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(3)
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Includes
payments for life insurance, discretionary 401(k) payments, and the amount
recognized as compensation expense for financial statement reporting
purposes for the fiscal year in accordance with SFAS No. 123(R) for the
Arrangement.
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(4)
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Includes
payments for life insurance, car allowance, temporary living allowance,
and 401(k) matching and discretionary
payments.
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(5)
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As
Mr. Svoboda’s employment did not commence until January 28, 2008, Mr.
Svoboda was not a named executive officer of the Company for the fiscal
year ended December 31, 2007.
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(6)
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Includes
payments for life insurance, car allowance, compensation for relocation,
and 401(k) matching and discretionary
payments.
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(7)
|
Mr.
Murphy resigned from his executive officer position and as a director of
WHX effective July 11, 2008.
|
|
(8)
|
Includes
payments for reimbursement of financial services, life insurance, car
allowance, supplemental healthcare, 401(k) matching and discretionary
payments as well as a one-time severance payment of $940,000 pursuant to
the terms of Mr. Murphy’s employment agreement. See
“—Separation Agreement” for further discussion of the severance provisions
of Mr. Murphy’s employment
agreement.
|
|
(9)
|
Includes
payments for reimbursement of financial services, life insurance, car
allowance, club dues, 401(k) matching and discretionary
payments.
|
Narrative
Disclosure to Summary Compensation Table
The
compensation paid to the named executive officers includes salary, stock
options, and non-equity incentive compensation. In addition, each
named executive officer is eligible to receive contributions to his or her
401(k) plan under our matching contribution program.
In 2008
and 2007, salaries and bonuses accounted for approximately 95% and 87%,
respectively, of total compensation for our principal executive officer and 56%
and 68%, respectively, on average for our other named executive
officers.
On
January 4, 2009, the Company implemented 5% salary reductions to annual salaries
over $40,000 for all salaried employees, including all of the Company’s named
executive officers, in furtherance of the Company’s ongoing efforts to lower its
operating costs. The Company also suspended its employer
contributions to 401(k) savings plans for all employees not covered by a
collective bargaining agreement, including its named executive officers. While
management believes that the Company has been performing well, the Company took
these steps to minimize the potential impact of the downturn in the global
economy.
On July
6, 2007, the Compensation Committee of the Board of the Company adopted certain
arrangements (the “Arrangements”) for each of Warren G. Lichtenstein, the
Chairman of the Board of the Company and Chief Executive Officer of Steel
Partners, the manager of SP II Master, Steel Partners Holdings and SP II, and
Glen Kassan, the Chief Executive Officer and Vice Chairman of the Board of the
Company and Managing Director and operating partner of Steel Partners, to
provide incentives for Messrs. Lichtenstein and Kassan. The
Arrangements provide, among other things, for each of Messrs. Lichtenstein and
Kassan to receive a bonus equal to 10,000 multiplied by the difference of the
market value of the Company’s stock price and $90.00, as adjusted pursuant to
the terms of the 2007 Incentive Stock Plan to reflect the Reverse Stock
Split. The Arrangements are not based on specified targets or
objectives other than the Company’s stock price. The bonus is payable
upon the sending of a notice by Mr. Lichtenstein or Mr. Kassan,
respectively. The notice can be sent with respect to 75% of the bonus
immediately, and with respect to the remainder, at any time after July 6,
2009. The Arrangements terminate July 6, 2015, to the extent not
previously received. Effective January 1, 2009, certain technical
amendments were made to the Arrangements for the purpose of bringing the
Arrangements into compliance with the applicable provisions of Section 409A of
the Internal Revenue Code and the regulations and interpretive guidance issued
thereunder (“Section 409A”).
Bonus Plan.
On
February 29, 2008, the Compensation Committee of the Board of Directors of the
Company formally adopted the 2008 Bonus Plan (the “Bonus Plan”) to provide
incentives to officers and members of management of the Company and its
subsidiaries, including certain of the Company’s executive officers, in the form
of cash bonus payments for achieving certain performance goals established for
them. Participants in the Bonus Plan who are named executive officers
of the Company include Daniel P. Murphy, Jr., former Senior Vice President of
Corporate Development, James F. McCabe, Jr., Chief Financial Officer and a
Senior Vice President of the Company, and Jeffrey A. Svoboda, a Senior Vice
President of the Company and the President and Chief Executive Officer of each
of Bairnco and H&H.
The Bonus
Plan includes two components. The first component is the Short Term
Incentive Plan (“STIP”), and the second component is a Long Term Incentive Plan
(“LTIP”). The structure of the Bonus Plan is designed to provide
short-term incentives to participants for achieving annual targets, while also
motivating and rewarding eligible participants for achieving longer term growth
goals.
Short Term Incentive
Plan
. The Compensation Committee has established two
components for the STIP, a return on invested capital (“ROIC”) based component
and a component based on the achievement of pre-determined individual
objectives. The ROIC component is calculated by dividing pre-bonus
earnings before interest, taxes, depreciation and amortization (“PBEBITDA”) by
average invested capital (“AIC”). The component based on the
achievement of individual objectives is based on personal objectives set by the
President, Chief Executive Officer of H&H and the Board of Directors of WHX
for each individual. Based on the determination of the objectives
under the two components, the maximum percentage of base salary that may be
earned by the participants ranges from 35% to 70%. STIP bonuses
earned will be paid annually. No STIP bonus will be paid if either
component is below a predetermined threshold.
Long Term Incentive
Plan
. The LTIP component of the Bonus Plan is based on a
combination of the achievement of certain sales targets and ROIC targets over
the three fiscal years beginning in 2008. The sales target is based
on the combined budgeted sales for 2008, 2009, and 2010. The ROIC is
calculated using total PBEBITDA for the three year cycle and the AIC for these 3
years. Based on the determination of these objectives, the maximum
percentage of base salary that may be earned by the participants ranges from 15%
to 30%. LTIP bonuses earned will be paid following the conclusion of
the 2010 fiscal year. A bonus payout under the LTIP will not occur if
either the ROIC or sales component is below 80% of the respective
target.
Under the
Bonus Plan, the target percentage of base salary (as base salary is defined in
his employment agreement) that may be earned by the President and Chief
Executive Officer of H&H and Bairnco and Senior Vice President of the
Company, Jeffrey A. Svoboda, is 100% and the target percentage of base salary
that may be earned by each of the Chief Financial Officer and Senior Vice
President, James F. McCabe, Jr., and the General Counsel and Secretary, Peter T.
Gelfman, is 75%.
Grant
of Options
On July
6, 2007, options were granted pursuant to WHX Corporation’s 2007 Incentive Stock
Plan as follows: (i) 100,000 options were granted to Daniel P. Murphy, Jr., who
resigned from the Company effective July 11, 2008, and (ii) 50,000 options were
granted to James F. McCabe, Jr. The options had an exercise price of
$9.00 per share and are exercisable in installments as follows: half of the
options granted were exercisable immediately, one-quarter of the options granted
became exercisable on July 7, 2008 and the balance become exercisable on July 6,
2009. The options will expire on July 6, 2015. The options
held by Mr. Murphy expired upon the termination of his employment with the
Company in accordance with the terms of the plan. On January 28,
2008, 100,000 options were granted to Jeffrey A. Svoboda pursuant to WHX
Corporation’s 2007 Incentive Stock Plan. The options had an exercise
price of $9.00 per share and are exercisable in installments as follows:
one-third of the options granted were exercisable immediately, one-third of the
options granted became exercisable on January 28, 2009 and the balance become
exercisable on January 28, 2010. On April 7, 2008, 50,000 options
were granted to Peter T. Gelfman subject to the terms and conditions of WHX
Corporation’s 2007 Incentive Stock Plan. The options had an exercise
price of $9.00 per share and are exercisable in installments as follows:
one-third of the options granted were exercisable immediately, one-third of the
options granted become exercisable on April 7, 2009 and the balance become
exercisable on April 7, 2010. Effective November 24, 2008, any
unexercised options then outstanding to purchase shares of common stock were
adjusted pursuant to the terms of the 2007 Incentive Stock Plan to give effect
to the Reverse Stock Split by reducing the number of share issuable thereunder
to one-tenth (1/10) and by increasing the exercise price to purchase one share
of common stock under any such option by a multiple of ten (10).
Employment
Agreements
Peter T.
Gelfman
. Effective April 7, 2008, Peter T. Gelfman entered
into an employment agreement, pursuant to which Mr. Gelfman agreed to become the
General Counsel and Secretary of the Company. His employment
agreement provides for an initial one year term, which will automatically extend
for successive one year periods unless earlier terminated pursuant to its
terms. His employment agreement provides, among other things, for (i)
an annual salary of $300,000, (ii) an annual bonus with a target of 75% of base
salary under the Company’s STIP and LTIP; (iii) for a grant of an option to
purchase 50,000 shares of the Company’s common stock pursuant to the terms and
conditions of the Company’s 2007 Incentive Stock Plan at an exercise price equal
to $9.00, one third of which vested on the grant date, one third of which will
vest on the first anniversary of the grant date, and the final one third of
which will vest on the second anniversary of the grant date; and (iv) other
benefits. As discussed above, effective November 24, 2008, the
outstanding option to purchase shares of the Company’s common stock granted
pursuant to Mr. Gelfman’s employment agreement was adjusted pursuant to the 2007
Incentive Stock Plan to reflect the Reverse Stock Split by reducing the number
of shares issuable thereunder to 5,000 and by increasing the exercise price of
such option to $90.00 per share. Effective January 4, 2009, the
Company amended its employment agreement with Mr. Gelfman to permit the
reduction of the annual salary payable thereunder by 5% in accordance with the
company-wide salary reductions. Certain technical amendments were
also made to Mr. Gelfman’s employment agreement, effective January 1, 2009, for
the purpose of bringing the severance payment provisions of the employment
agreement into compliance with the applicable provisions of Section
409A.
Glen M.
Kassan
. Glen M. Kassan was appointed Chief Executive Officer
on October 7, 2005. In 2006, the Compensation Committee approved a
salary of $600,000 per annum for Mr. Kassan effective January 1,
2006. There is no employment agreement between the Company and Mr.
Kassan regarding Mr. Kassan’s employment with the Company. Mr. Kassan
received a bonus of $100,000 in May 2008 on account of his performance in
2007. Mr. Kassan has voluntarily deferred his annual salary (net of
the 5% company-wide salary reduction), effective for the fiscal year beginning
January 1, 2009.
James F. McCabe,
Jr
. On February 1, 2007, James F. McCabe, Jr. entered into a
one-year employment agreement with each of the Company and H&H, effective on
March 1, 2007, and which, by the terms of the employment agreement, will
automatically extend for successive one-year periods unless earlier terminated
pursuant to its terms. The employment agreement provides for an
annual salary of no less than $300,000 and an annual bonus to be awarded at the
Company’s sole discretion, provided that McCabe’s bonus for 2007 was not to be
less than $100,000 as long as his employment had not been terminated for cause
and as long as he had not voluntarily terminated his employment prior to April
1, 2008. In addition, the employment agreement provides for the grant
of options to purchase 50,000 shares of the Company’s common stock upon the
Company’s adoption of a stock option plan and registration of underlying shares
by September 30, 2007, or alternatively 50,000 “phantom” options in lieu of such
options if such a plan has not been adopted by such date. The Company
satisfied this obligation by granting Mr. McCabe an option to purchase
50,000 shares of the Company’s common stock options on July 6, 2007 at an
exercise price equal to $9.00, half of which were exercisable immediately,
one-quarter of which became exercisable on July 7, 2008 and the balance of which
become exercisable on July 6, 2009. As discussed above, effective
November 24, 2008, the outstanding option to purchase shares of the Company’s
common stock granted pursuant to Mr. McCabe’s employment agreement was adjusted
pursuant to the 2007 Incentive Stock Plan to reflect the Reverse Stock Split by
reducing the number of shares issuable thereunder to 5,000 and by increasing the
exercise price of such option to $90.00 per share.
In
addition, pursuant to Mr. McCabe’s employment agreement, he is entitled to four
weeks paid vacation, health insurance coverage (if and to the extent provided to
all other employees of the Company), a car allowance of $600 per month, and life
insurance, disability insurance and 401(k) benefits, if and to the extent
provided to executives of either WHX or H&H. Mr. McCabe was also
entitled to a temporary living allowance of $3,400 per month through February
2009 under his employment agreement, and thereafter is receiving a monthly
living allowance of up to $4,000 per month. Effective January 4,
2009, the Company amended its employment agreement with Mr. McCabe to permit the
reduction of the annual salary payable thereunder by 5% in accordance with the
company-wide salary reductions. Certain technical amendments were
also made to Mr. McCabe’s employment agreement, effective January 1, 2009, for
the purpose of bringing the severance payment provisions of the employment
agreement into compliance with the applicable provisions of Section
409A.
Jeffrey A.
Svoboda
. Effective January 28, 2008, Jeffrey A. Svoboda
entered into an employment agreement, pursuant to which Mr. Svoboda agreed to
become the President and Chief Executive Officer of H&H. Mr.
Svoboda was also appointed by the Board of the Company to serve as the President
and Chief Executive Officer of Bairnco, effective January 1, 2009, and as a
Senior Vice President of the Company, effective March 1, 2009. His
employment agreement provides for an initial two-year term, which will
automatically extend for successive one-year periods unless earlier terminated
pursuant to its terms. The employment agreement also provides to Mr.
Svoboda, among other things, (i) an annual salary of $500,000, (ii) an annual
bonus with a target of 100% of base salary under the Company’s STIP and LTIP (as
base salary is defined in his employment agreement); (iii) a grant of 100,000
options to purchase shares of the Company’s common stock pursuant to the terms
and conditions of the Company’s 2007 Incentive Stock Plan at an exercise price
equal to $9.00, one-third of which vested on the grant date, one-third of which
vested on the first anniversary of the grant date, and the final one-third of
which will vest on the second anniversary of the grant date; and (iv) other
benefits. As discussed above, effective November 24, 2008, the
outstanding option to purchase shares of the Company’s common stock granted
pursuant to Mr. Svoboda’s employment agreement was adjusted pursuant to the 2007
Incentive Stock Plan to reflect the Reverse Stock Split by reducing the number
of shares issuable thereunder to 10,000 and by increasing the exercise price of
such option to $90.00 per share. Effective January 4, 2009, the
Company amended its employment agreement with Mr. Svoboda to permit the
reduction of the annual salary payable thereunder by 5% in accordance with the
company-wide salary reductions. Certain technical amendments were
also made to Mr. Svoboda’s employment agreement, effective January 1, 2009, for
the purpose of bringing the severance payment provisions of the employment
agreement into compliance with the applicable provisions of Section
409A.
As Mr.
Svoboda’s employment did not commence until January 28, 2008, Mr. Svoboda was
not a named executive officer of the Company for the fiscal year ended December
31, 2007.
See “—
Potential Payments upon Termination or Change in Control” for further discussion
on termination, retirement and change-in-control provisions of the employment
agreements.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth certain information regarding equity awards held by
the named executive officers as of December 31, 2008.
|
|
|
|
|
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
|
Option
Exercise Price ($)
|
|
|
|
(a)
|
|
(b)
(1)
|
|
(c)
(1)
|
|
(e)
(1)
|
|
(f)
|
|
Glen
M. Kassan
Chief
Executive Officer
|
|
--
|
|
--
|
|
--
|
|
--
|
|
James
F. McCabe, Jr.
Chief Financial Officer and
Senior Vice President
|
|
3,750
|
|
1,250
(2)
|
|
$
90.00
|
|
July
6, 2015
|
|
Jeffrey
A. Svoboda
Senior
Vice President of WHX and President and Chief Executive Officer of H&H
and Bairnco
|
|
6,667
|
|
3,333
(3)
|
|
$
90.00
|
|
January
28, 2016
|
|
Daniel
P. Murphy, Jr.
Senior Vice President of
Corporate Development
(4)
|
|
--
|
|
--
|
|
--
|
|
--
|
|
(1)
|
Effective
November 24, 2008, any unexercised options then outstanding to purchase
shares of the Company’s common stock were adjusted pursuant to the terms
of the 2007 Incentive Stock Plan to give effect to the Reverse Stock Split
by reducing the number of share issuable thereunder to one-tenth (1/10)
and increasing the exercise price to purchase one share of common stock
under any such option by a multiple of ten (10). All amounts
reported in this table have been adjusted accordingly to reflect the
Reverse Stock Split.
|
|
(2)
|
The
options vest as follows: one-half of the options granted were exercisable
immediately, one-quarter became exercisable on July 7, 2008 and the
balance becomes exercisable on July 6,
2009.
|
|
(3)
|
The
options vest as follows: one-third of the options granted were exercisable
immediately, one-third of the options granted became exercisable on
January 28, 2009 and the balance becomes exercisable on January 28,
2010.
|
|
(4)
|
All
unexercised options granted to Mr. Murphy expired upon his resignation
from his executive officer position with the Company, effective July 11,
2008.
|
Pension
Benefits
The WHX
Pension Plan, a defined benefit plan, provides benefits to certain current and
former employees of the Company and its current and former subsidiaries,
H&H, Bairnco and Wheeling-Pittsburgh Corporation.
In 2005,
the WHX Pension Plan was amended to freeze benefit accruals for all hourly
non-bargained and salaried H&H plan participants and to close the Plan to
future entrants. The only participants who continue to receive
benefit accruals are approximately 260 active employees who are covered by
collective bargaining agreements. In 2008, two Bairnco qualified
pension plans for which the accrual of future benefits had been frozen in 2006
were merged into the WHX Pension Plan.
The WHX
Pension Plan provides for annual benefits following normal retirement at various
normal retirement ages, under a variety of benefit formulas depending on the
covered group. The bargained participants earn benefits under a
service multiplier arrangement that varies based on collective bargaining
agreements. For all other participants, the frozen benefits are based
on either multiplier arrangements for hourly-paid participants or a percentage
of final average earnings formula for salaried participants.
The WHX
Pension Plan provided benefits to one of the named executive officers, Mr.
Murphy. For purposes of H&H salaried participants, such as Mr.
Murphy, “compensation” includes base salary earned prior to December 31,
2005. The WHX Pension Plan does not include any amount payable as a
bonus, commission, overtime premium, shift differential, reward, prize or any
type of compensation other than regular fixed salary or wage. The
annual limit on compensation has been adjusted in accordance with the Internal
Revenue Code, Section 401(a)(17)(B) which allowed for maximum compensation of
$210,000 in plan year 2005, earnings in years thereafter are not included in the
calculation of benefits under the WHX Pension Plan. Prior to January
1, 2006, certain H&H executives, including Mr. Murphy, earned benefits under
the H&H Supplemental Executive Retirement Plan (the “SERP”). The
SERP restored benefits lost due to the 401(a)(17) compensation limit and
included into the definition of compensation, 25% of annual Management Incentive
Plan awards. Mr. Murphy resigned from his executive officer position
with the Company, effective July 11, 2008, and will be entitled to receive the
vested portion of his benefits as provided under the terms of the WHX Pension
Plan and the SERP.
The WHX
Pension Plan provides for early retirement under a variety of eligibility rules
pertinent to each covered group. Early retirement benefits are the
retirement income that would be applicable at normal retirement, reduced either
by a fixed factor per month or on an actuarial equivalence basis, depending on
the covered group. The normal form of payment under the WHX Pension
Plan also varies, but is a straight life annuity for most participants and a
ten-year certain and life annuity for others. The WPSC bargained
participants earn a straight life annuity under a 414(k) arrangement and have
the option to take up to $10,000 of their defined contribution plan assets as a
lump sum.
We are
not aware of any pension payments made during 2008 or 2007 for any of the
Company’s named executive officers. The valuation method and material
assumptions applied in quantifying the present value of accumulated benefit are
set forth in Note 6 to the Company’s 2008 Consolidated Financial
Statements.
Potential
Payments Upon Termination or a Change in Control
Peter T.
Gelfman
. In the event that the Company terminates Mr.
Gelfman’s employment agreement without cause or gives notice not to extend the
term of the employment agreement, the Company will pay to Mr. Gelfman, as
aggregate compensation, (i) a lump-sum cash payment equal to one (1) year of the
greater of his then current annual base salary and his base salary as of
December 31, 2008, (ii) the continuation of certain health-related benefits for
up to a 12 month period following termination and (iii) any bonus payment that
he is entitled to pursuant to any bonus plans as are
then-in-effect. Mr. Gelfman will also receive the same compensation
set forth in the preceding sentence if he terminates the employment agreement
due to the material diminution of duties or the Company relocates more than 50
miles from White Plains, NY, as more specifically described in the employment
agreement.
James F. McCabe,
Jr
. In the event that the Company terminates Mr. McCabe’s
employment agreement without cause or gives notice not to extend the term of the
employment agreement, the Company will pay to Mr. McCabe, as aggregate
compensation, (i) a lump-sum cash payment equal to one (1) year of the greater
of his then current annual base salary and his base salary as of December 31,
2008, (ii) the continuation of certain health-related benefits for up to a 12
month period following termination, (iii) any bonus payment that he is entitled
to pursuant to any bonus plans as are then-in-effect and (iv) a car allowance
for a one year period after termination. Mr. McCabe will also receive
the same compensation set forth in the preceding sentence if he terminates the
employment agreement due to the material diminution of duties or the Company
relocates more than 50 miles from the Company’s headquarters, as more
specifically described in the employment agreement.
Jeffrey A.
Svoboda.
In the event that H&H terminates Mr. Svoboda’s
employment agreement without cause or gives notice not to extend the term of the
employment agreement, H&H will pay to Mr. Svoboda, as aggregate
compensation, (i) a lump-sum cash payment equal to the greater of the balance of
his base salary due for the remaining term of his contract (as base salary is
defined in his employment agreement), or, one (1) year of his then current
annual base salary, (ii) the continuation of certain health-related benefits and
(iii) a bonus payment equal to the cash portion of the most recent bonus paid to
Mr. Svoboda. Mr. Svoboda will also receive the same compensation set
forth in the preceding sentence if he terminates the employment agreement due to
the material diminution of duties or H&H relocates more than 50 miles from
White Plains, NY, as more specifically described in the employment
agreement.
Separation
Agreement
On June
20, 2008, Mr. Murphy notified the Company that he would be exercising his right
to terminate his position as Senior Vice President of Corporate Development of
the Company, pursuant to the terms of his employment agreement, as
amended. Effective July 11, 2008, Mr. Murphy resigned from the
Company. On January 16, 2009, Mr. Murphy received a severance payment
equal to his current annual base salary for two years, or $940,000 in total,
pursuant to the terms of his employment agreement, as amended.
Director
Compensation
The
following table sets forth information with respect to compensation earned by or
awarded to each director who served on our board of directors during the year
ended December 31, 2008.
|
|
|
Fees
Earned or Paid in Cash
($)
|
|
|
|
All
Other Compensation
($)
|
|
|
|
(a)
|
|
(b)
|
|
(d)
|
|
(g)
|
|
(h)
|
|
Robert
Frankfurt
(4)
|
|
3,429
|
|
--
|
|
--
|
|
3,429
|
|
Jack
L. Howard
|
|
--
|
|
--
|
|
--
|
|
--
|
|
Glen
M. Kassan
|
|
--
|
|
--
|
|
--
|
|
--
|
|
Louis
Klein, Jr.
|
|
62,651
|
|
9,461
(1)(2)
|
|
--
|
|
72,112
|
|
Warren
G. Lichtenstein
|
|
--
|
|
--
|
|
--
|
|
--
|
|
John
H. McNamara, Jr.
|
|
--
|
|
--
|
|
--
|
|
--
|
|
Daniel
P. Murphy, Jr.
(5)
|
|
--
|
|
--
|
|
--
|
|
--
|
|
John
J. Quicke
|
|
--
|
|
--
|
|
--
|
|
--
|
|
Joshua
E. Schechter
(6)
|
|
--
|
|
--
|
|
--
|
|
--
|
|
Garen
W. Smith
|
|
62,651
|
|
9,461
(1)(2)
|
|
--
|
|
72,112
(3)
|
|
(1)
|
Option
awards consist of 1,000 options, as adjusted pursuant to the terms of the
2007 Incentive Stock Plan to reflect the Reverse Stock Split, issued to
each of Messrs. Klein and Smith on July 6, 2007 that are exercisable as
follows: one-half of the options granted were exercisable immediately,
one-fourth of the options granted became exercisable on July 7, 2008 and
the balance becomes exercisable on July 6,
2009.
|
|
(2)
|
Amounts
reflect the dollar amount recognized for financial statement reporting
purposes for the fiscal year in accordance with SFAS No.
123(R). Assumptions used in the calculation of these amounts
are included in Note 14 to the Company’s Consolidated Financial Statements
filed with the Original Form 10-K.
|
|
(3)
|
In
addition, Mr. Smith and his wife also receive medical benefits pursuant to
an agreement entered into as of June 19, 2002 by and between the Company,
Unimast Incorporated (“Unimast”) and Mr. Smith in connection with the sale
by the Company of Unimast, its wholly-owned subsidiary, and the
termination of Mr. Smith’s employment as President and Chief Executive
Officer of Unimast.
|
|
(4)
|
Mr.
Frankfurt was elected as a director of the Company by the existing members
of the Board of Directors of the Company on November 29, 2008 to fill a
vacancy created when the Board of Directors of the Company increased the
number of authorized directors from seven (7) to eight
(8).
|
|
(5)
|
Mr.
Murphy resigned from his position as a director of the Company, effective
July 11, 2008.
|
|
(6)
|
Mr.
Schechter resigned from his position as a director of the Company,
effective February 5, 2008.
|
Effective
January 1, 2009, our Board of Directors adopted the following compensation
schedule for non-affiliated directors, which reduced the fees for non-affiliate
directors by 5% as compared to the prior year in furtherance of the Company’s
ongoing efforts to lower its operating costs:
|
Annual
Retainer for Directors:
|
|
$
|
23,750
|
|
|
Board
Meeting Fee:
|
|
$
|
1,425
|
|
|
Annual
Retainer for Committee Chair (other than Audit Committee
Chair):
|
|
$
|
4,750
|
|
|
Committee
Meeting Fee (other than for Audit Committee):
|
|
$
|
950
|
|
|
Annual
Retainer for Audit Committee Members:
|
|
$
|
4,750
|
|
|
Annual
Retainer for Audit Committee Chair:
|
|
$
|
9,500
|
|
On
January 1, 2009, the Compensation Committee of the Board of the Company
authorized an additional payment in the amount of $12,500 to each of Messrs.
Klein and Smith in recognition of their service on special committees of the
Board during 2008. These payments were made in February
2009.
Mr.
Quicke was awarded a bonus of $250,000 under the Bonus Plan with respect to his
services as a Vice President of the Company in 2008.
In
addition, in July 2007, Messrs. Smith and Klein received options to acquire
1,000 shares of the Company’s common stock at an exercise price of $90.00 per
share, as adjusted pursuant to the terms of the 2007 Incentive Stock Plan to
reflect the Reverse Stock Split. Half of the shares were immediately
exercisable, one-quarter were exercisable on the first anniversary of the date
of grant and the balance is exercisable on the second anniversary of the grant
date.
On July
6, 2007, the Compensation Committee of the Board of the Company adopted the
Arrangements for each of Warren G. Lichtenstein, the Chairman of the Board of
the Company and Chief Executive Officer of Steel Partners, the manager of SP II
Master, Steel Partners Holdings and SP II, and Glen Kassan, the Chief Executive
Officer and Vice Chairman of the Board of the Company and Managing Director and
operating partner of Steel Partners, to provide incentives for Messrs.
Lichtenstein and Kassan. The Arrangements provide, among other
things, for each of Messrs. Lichtenstein and Kassan to receive a bonus equal to
10,000 multiplied by the difference of the market value of the Company’s stock
price and $90.00, as adjusted pursuant to the terms of the 2007 Incentive Stock
Plan to reflect the Reverse Stock Split. The Arrangements are not
based on specified targets or objectives other than the Company’s stock
price. The bonus is payable upon the sending of a notice by Mr.
Lichtenstein or Mr. Kassan, respectively. The notice can be sent with
respect to 75% of the bonus immediately, and with respect to the remainder, at
any time after July 6, 2009. The Arrangements terminate July 6, 2015,
to the extent not previously received. Effective January 1, 2009,
certain technical amendments were made to the Arrangements for the purpose of
bringing the Arrangements into compliance with the applicable provisions of
Section 409A.
Limitation
on Liability and Indemnification Matters
The
Company’s amended and restated bylaws and amended and restated certificate of
incorporation provide for indemnification of its directors and officers to the
fullest extent permitted by Delaware law.
Directors’
and Officers’ Insurance
The
Company currently maintains a directors’ and officers’ liability insurance
policy that provides its directors and officers with liability coverage relating
to certain potential liabilities.
Item
12. Security
Ownership of Certain Beneficial Owners and Management
Securities
Authorized for Issuance Under Equity Compensation Plans
The
following table details information regarding our existing equity compensation
plans as of December 31, 2008.
Equity
Compensation Plan Information
|
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
|
Weighted-average
exercise price of outstanding options, warrants and
rights
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|
|
|
(a)(1)
|
|
(b)
(1)
|
|
(c)
(1)
|
|
Equity
compensation plans approved by security holders
|
|
64,400
|
|
$90.00
|
|
15,600
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
|
|
--
|
|
--
|
|
--
|
|
|
|
|
|
|
|
|
|
Total:
|
|
64,400
|
|
$90.00
|
|
15,600
|
______________
|
(1)
|
Effective
November 24, 2008, any unexercised options then outstanding to purchase
shares of the Company’s common stock were adjusted pursuant to the terms
of the 2007 Incentive Stock Plan to give effect to the Reverse Stock Split
by reducing the number of share issuable thereunder to one-tenth (1/10)
and increasing the exercise price to purchase one share of common stock
under any such option by a multiple of ten (10). All amounts
reported in this table have been adjusted accordingly to reflect the
Reverse Stock Split.
|
Security
Ownership of Certain Beneficial Owners and Management
The
following table shows the beneficial ownership of shares of our common stock as
of April 24, 2009, held by:
|
|
·
|
Each
person who beneficially owns 5% or more of the shares of common stock then
outstanding;
|
|
|
·
|
Each
of our named executive officers;
|
|
|
·
|
All
of our directors and executive officers as a
group.
|
The
information in this table reflects “beneficial ownership” as defined in Rule
13d-3 of the Exchange Act. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options, if any, held by that person that were
exercisable on April 24, 2009 or would be exercisable within 60 days following
April 24, 2009 are considered outstanding. Such shares, however, are
not considered outstanding for the purpose of computing the percentage ownership
of any other person. To our knowledge and unless otherwise indicated,
each stockholder has sole voting power and investment power over the shares
listed as beneficially owned by such stockholder, subject to community property
laws where applicable. Percentage ownership is based on 12,178,565
shares of common stock outstanding as of April 24, 2009. Unless
otherwise listed in the table below, the address of each such beneficial owner
is c/o WHX Corporation, 1133 Westchester Avenue, Suite N222, White Plains,
NY.
|
Name
and Address of Beneficial Owner
|
|
Shares
Beneficially Owned
(1)
|
|
|
|
|
|
Steel
Partners II, L.P. (2)
590
Madison Avenue
New
York, New York 10022
|
|
|
9,133,890
|
|
|
|
75.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
GAMCO
Investors, Inc. (3)
One
Corporate Center
Rye,
New York 10580
|
|
|
1,436,910
|
|
|
|
11.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Warren
G. Lichtenstein (2)
|
|
|
9,133,890
|
|
|
|
75.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Jack
L. Howard (4)
|
|
|
7,643
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
Glen
M. Kassan
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Louis
Klein, Jr. (5)
|
|
|
10,950
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
James
F. McCabe, Jr. (6)
|
|
|
8,750
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel
P. Murphy, Jr. (7)
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
John
J. Quicke
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
John
H. McNamara, Jr.
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Robert
Frankfurt
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
Garen
W. Smith (8)
|
|
|
2,165
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey
A. Svoboda (9)
|
|
|
6,767
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Directors and Executive Officers as a Group
(12
persons) (10)
|
|
|
9,179,001
|
|
|
|
75.3
|
%
|
_______________
* less
than 1%
|
(1)
|
All
amounts reported in this table have been adjusted to reflect the Reverse
Stock Split.
|
|
(2)
|
Based
upon Amendment No. 6 to Schedule 13D it filed on January 6, 2009, SP II
beneficially owns 9,133,890 shares of common stock. SP II
Master is the owner of approximately 99% of the limited partnership
interests in Steel Partners Holdings. Steel Partners Holdings
is the sole limited partner of SP II. Steel Partners is the
manager of SP II Master, Steel Partners Holdings and SP II. The
general partner of SP II has delegated to Steel Partners the exclusive
power to vote and dispose of the securities held by SP II. Mr.
Lichtenstein is the manager of Steel Partners. Jack L. Howard
is President of Steel Partners, a global management firm. EMH
Howard, LLC (“EMH”) is an affiliate of Mr.
Howard. Glen M. Kassan is a Managing Director and operating
partner of Steel Partners. John H. McNamara, Jr. is a Managing
Director and investment professional of Steel Partners. John J.
Quicke is a Managing Director and operating partner of Steel
Partners. By virtue of these relationships, each of SP II
Master, Steel Partners, Steel Partners Holdings and Mr. Lichtenstein may
be deemed to beneficially own the Shares owned by SP II. SP II
Master, Steel Partners, Steel Partners Holdings and Mr. Lichtenstein
disclaim beneficial ownership of the shares of common stock owned by SP II
except to the extent of its or his pecuniary interest
therein.
|
|
(3)
|
Based
upon Amendment No. 3 to Schedule 13D it filed on March 25, 2009, a group
including GAMCO Investors, Inc. beneficially owns 1,436,910 shares of
common stock.
|
|
(4)
|
Consists
of 7,643 shares owned directly by EMH, which may be deemed beneficially
owned by Mr. Howard by virtue of his position as the managing member of
EMH. Mr. Howard disclaims beneficial ownership of the shares
owned by EMH except to the extent of his pecuniary interest
therein.
|
|
(5)
|
Includes
750 shares of common stock issuable upon exercise of options that are
either currently exercisable or exercisable within 60 days
hereof.
|
|
(6)
|
Includes
3,750 shares of common stock issuable upon exercise of options that are
either currently exercisable or exercisable within 60 days
hereof.
|
|
(7)
|
Mr.
Murphy resigned from his executive officer position and as a director of
WHX, effective July 11, 2008. All unexercised options granted
to Mr. Murphy expired upon his resignation from his executive officer
position with the Company.
|
|
(8)
|
Includes
750 shares of common stock issuable upon exercise of options that are
either currently exercisable or exercisable within 60 days
hereof.
|
|
(9)
|
Includes
6,667 shares of common stock issuable upon exercise of options that are
either currently exercisable or exercisable within 60 days
hereof.
|
|
(10)
|
Includes
5,502 shares of common stock and 3,334 shares of common stock issuable
upon exercise of options that are either currently exercisable or
exercisable within 60 days hereof held by executive officers not
specifically identified in the
table.
|
Item
13. Certain
Relationships and Related Transactions, and Director
Independence
Certain
Relationships and Related Transactions
Warren G.
Lichtenstein, Chairman of the Board of the Company, is also the Chief Executive
Officer of Steel Partners, the manager of SP II Master, Steel Partners Holdings,
and SP II. SP II Master is the owner of approximately 99% of the
limited partnership interests in Steel Partners Holdings. Steel
Partners Holdings is the sole limited partner of SP II. SP II owns
9,133,890 shares of the Company’s common stock. In addition, Jack L.
Howard is President of Steel Partners. EMH is an affiliate of Mr.
Howard. Glen M. Kassan is a Managing Director and operating partner
of Steel Partners. John H. McNamara, Jr. is a Managing Director and
investment professional of Steel Partners. John J. Quicke is a
Managing Director and operating partner of Steel Partners. Messrs.
Lichtenstein, Howard, Kassan, McNamara and Quicke are also directors of the
Company.
To our
knowledge, there are no transactions involving the Company and any related
person, as that term is used in applicable SEC regulations, in the fiscal years
ended December 31, 2008 and 2007 that are required to be disclosed in this
amendment to the Company’s Annual Report on Form 10-K which are not
disclosed. Our Board of Directors is charged with monitoring and
reviewing issues involving potential conflicts of interest, and reviewing and
approving all related party transactions.
Director
Independence
In
assessing the independence of our directors, our board of directors has reviewed
and analyzed the standards for independence required under the NASDAQ Capital
Market, including NASDAQ Marketplace Rule 5605(a)(2), and applicable SEC
regulations. Under the applicable NASDAQ Marketplace Rules, we are considered a
“controlled company,” since more than 50% of our voting power is held by SP II.
As a controlled company, we are exempt from the NASDAQ requirements that we have
a majority of independent directors and that we have a nominating committee
comprised of independent directors. The NASDAQ rules require us to
have an audit committee comprised of at least three members, all of whom are
independent and meet certain other requirements.
After
reviewing any material relationships that any of our directors may have with the
Company that could compromise his ability to exercise independent judgment in
carrying out his responsibilities, our board of directors has determined that
Louis Klein, Jr., Garen W. Smith and Robert Frankfurt, representing three of our
eight directors, are “independent directors” as defined under the NASDAQ
Marketplace Rules. The Company has a separately standing Compensation
Committee and a separately standing Audit Committee. Each of the
Audit Committee and the Compensation Committee have a charter, current copies of
which are available on the Company’s website, www.whxcorp.com. All of
the members of our Audit Committee and Compensation Committee, which are
comprised of Messrs. Klein, Smith and Frankfurt, are independent under the
NASDAQ definition of “independence.” The Company does not currently
have a standing nominating committee. Each member of our board of
directors, however, participates in the consideration of director
nominees. The board of directors of the Company believes that a
standing nominating committee is unnecessary since it can adequately perform the
functions of a nominating committee.
I
tem
14. Principal
Accountant Fees and Services
The Audit
Committee’s policy is to pre-approve services to be performed by the Company’s
independent public accountants in the categories of audit services,
audit-related services, tax services and other
services. Additionally, the Audit Committee will consider on a
case-by-case basis and, if appropriate, approve specific engagements that are
not otherwise pre-approved. The Audit Committee has approved all fees
and advised us that it has determined that the non-audit services rendered by
Grant Thornton during our most recent fiscal year are compatible with
maintaining the independence of such auditors.
The
following table sets forth the following: under “Audit Fees,” the
aggregate fees billed for each of the past two fiscal years for professional
services rendered by the principal accountant for the audit of the Company’s
financial statements, review of financial statements included in the Company’s
quarterly reports, and review of registration statements filed with the SEC;
under “Audit-Related Fees,” the aggregate fees billed for each of the past two
fiscal years for assistance and related services by the principal accountant
that pertained to the audit of the financial statements of Bairnco’s 401(k)
Plan; under “Tax Fees,” the aggregate fees billed for each of the past two
fiscal years for professional services rendered by the principal accountant for
tax compliance, advice and planning.
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Audit
fees
|
|
$
|
2,321,960
|
|
|
$
|
2,533,565
|
|
|
Audit-related
fees
|
|
$
|
51,209
|
|
|
$
|
20,276
|
|
|
Tax
fees
|
|
$
|
15,600
|
|
|
$
|
44,057
|
|
|
All
other fees
|
|
$
|
-
|
|
|
$
|
-
|
|
PART IV
Item 15. Exhibits and Financial Statement
Schedules
1. Financial
Statements:
The
required consolidated financial statements of the Company and the related report
of the Company’s independent public accountants thereon were previously filed
under Item 8 of the Original Form 10-K.
2. Financial
Statement Schedules:
The
required financial statement schedules of the Company and the related report of
the Company’s independent public accountants thereon were previously filed as
schedules to the Original Form 10-K.
3. Exhibits:
|
|
|
|
|
|
|
|
|
2.1
|
|
First
Amended Chapter 11 Plan of Reorganization of the Company, dated June 8,
2005 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K
filed July 28, 2005).
|
|
|
|
|
|
2.2
|
|
Third
Amended Joint Plan of Reorganization of Wheeling-Pittsburgh Steel
Corporation, dated May 19, 2003 (incorporated by reference to Exhibit 2.1
to Wheeling-Pittsburgh Corporation’s Registration Statement on Form 10
filed May 30, 2003).
|
|
|
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of WHX (incorporated by
reference to Exhibit 3.1 to the Company’s Form 10-K, filed December 27,
2006).
|
|
|
|
|
|
3.2
|
|
Amendment
to Amended and Restated Certificate of Incorporation of WHX, dated
September 17, 2008 (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-154428, on October 17, 2008).
|
|
|
|
|
|
*3.3
|
|
Amendment
to Amended and Restated Certificate of Incorporation of WHX, dated
November 24, 2008.
|
|
|
|
|
|
3.4
|
|
Amended
and Restated By Laws of WHX (incorporated by reference to Exhibit 3.2 to
the Company’s Form 10-K, filed December 27, 2006).
|
|
|
|
|
|
3.5
|
|
Amendment
to Article Four, Section 4.1 of the Amended and Restated Bylaws of WHX
Corporation (incorporated by reference to Exhibit 3.4 to the Company’s
current report on Form 8-K, filed November 10, 2008).
|
|
|
|
|
|
4.1
|
|
Loan
and Security Agreement by and among Handy & Harman, certain of its
affiliates and Congress Financial Corporation, dated March 31, 2004
(incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K filed
April 14, 2004).
|
|
|
|
|
|
4.2
|
|
Consent
and Amendment No. 1 to Loan and Security Agreement by and among Handy
& Harman, certain of its affiliates and Congress Financial
Corporation, dated as of August 31, 2004 (incorporated by reference to
Exhibit 4.1 to the Company’s Form 10-Q filed November 15,
2004).
|
|
|
|
|
|
4.3
|
|
Amendment
No. 2 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Congress Financial Corporation, dated as of
October 29, 2004 (incorporated by reference to Exhibit 4.2 to the
Company’s Form 10-Q filed November 15, 2004).
|
|
|
|
|
|
4.4
|
|
Amendment
No. 3 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Congress Financial Corporation, dated as of
December 29, 2004 (incorporated by reference to Exhibit 4.4 to the
Company’s Form 10-K filed December 27, 2006).
|
|
|
|
|
|
4.5
|
|
Amendment
No. 4 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of May 20, 2005 (incorporated by reference to
Exhibit 4.5 to the Company’s Form 10-K filed December 27,
2006).
|
|
|
|
|
|
4.6
|
|
Amendment
No. 5 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of September 8, 2005 (incorporated by reference to
Exhibit 4.6 to the Company’s Form 10-K filed December 27,
2006).
|
|
|
|
|
|
4.7
|
|
Amendment
No. 6 and Waiver to Loan and Security Agreement by and among Handy &
Harman, certain of its affiliates and Wachovia Bank, National Association,
a national banking association, successor by merger to Congress Financial
Corporation, dated as of December 29, 2005 (incorporated by reference to
Exhibit 4.7 to the Company’s Form 10-K filed December 27,
2006).
|
|
|
|
|
|
4.8
|
|
Consent
and Amendment No. 7 to Loan and Security Agreement by and among Handy
& Harman, certain of its affiliates and Wachovia Bank, National
Association, a national banking association, successor by merger to
Congress Financial Corporation, dated as of January 24, 2006 (incorporated
by reference to Exhibit 4.8 to the Company’s Form 10-K filed December 27,
2006).
|
|
|
|
|
|
4.9
|
|
Amendment
No. 8 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of March 31, 2006 (incorporated by reference to
Exhibit 4.1 to the Company’s Form 8-K filed April 6,
2006).
|
|
|
|
|
|
4.10
|
|
Amendment
No. 9 to the Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of July 18, 2006 (incorporated by reference to
Exhibit 99.1 to the Company’s Form 8-K filed July 24,
2006).
|
|
|
|
|
|
4.11
|
|
Amendment
No. 10 to the Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of October 30, 2006 (incorporated by reference to
Exhibit 99.1 to the Company’s Form 8-K filed November 03,
2006).
|
|
|
|
|
|
4.12
|
|
Amendment
No. 11 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated December 28, 2006 (incorporated by reference to Exhibit 99.1.3 to
the Company’s Form 8-K filed January 4,
2007).
|
|
|
|
|
|
4.13
|
|
Amendment
No. 12 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated December 28, 2006 (incorporated by reference to Exhibit 99.1.4 to
the Company’s Form 8-K filed January 4, 2007).
|
|
|
|
|
|
4.14
|
|
Amendment
No. 13 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated March 29, 2007 (incorporated by reference to Exhibit 99.1 to the
Company’s Form 8-K filed March 30, 2007).
|
|
|
|
|
|
4.15
|
|
Amendment
No. 14 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated July 20, 2007 (incorporated by reference to Exhibit 4.15 to
Amendment No. 1 to Registration Statement on Form S-1 filed with the
Securities and Exchange Commission, File No. 333-146803, on November 30,
2008).
|
|
|
|
|
|
4.16
|
|
Amendment
No. 15 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated September 20, 2007 (incorporated by reference to exhibit 4.16 to
Amendment No. 1 to Registration Statement on Form S-1 filed with the
Securities and Exchange Commission, File No. 333-146803, on November 30,
2008).
|
|
|
|
|
|
4.17
|
|
Amendment
No. 16 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated October 31, 2007 (incorporated by reference to Exhibit 4.17 to the
Company’s Form 10-K filed March 31, 2008).
|
|
|
|
|
|
4.18
|
|
Amendment
No. 17 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated January 11, 2008 (incorporated by reference to Exhibit 4.18 to the
Company’s Form 10-K filed March 31, 2008).
|
|
|
|
|
|
4.19
|
|
Amendment
No. 18 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated February 14, 2008 (incorporated by reference to Exhibit 4.19 to the
Company’s Form 10-K filed March 31, 2008).
|
|
|
|
|
|
4.20
|
|
Amendment
No. 19 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated February 14, 2008 (incorporated by reference to Exhibit 4.20 to the
Company’s Form 10-K filed March 31, 2008).
|
|
|
|
|
|
4.21
|
|
Amendment
No. 20 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated September 29, 2008 (incorporated by reference to Exhibit 4.21 to the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-154428, on October 17, 2008).
|
|
|
|
|
|
4.22
|
|
Amendment
No. 21 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated October 29, 2008 (incorporated by reference to Exhibit 4.56 to the
Company’s Form 10-Q, filed November 7,
2008).
|
|
|
|
|
|
*4.23
|
|
Amendment
No. 22 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated March 12, 2009.
|
|
|
|
|
|
4.24
|
|
Loan
and Security Agreement by and among Handy & Harman, certain of its
affiliates and Ableco Finance LLC, dated March 31, 2004 (incorporated by
reference to Exhibit 4.3 to the Company’s Form 10-K filed April 14,
2004).
|
|
|
|
|
|
4.25
|
|
Loan
and Security Agreement Amendment by and among Handy & Harman, certain
of its affiliates and Canpartners Investments IV, LLC, dated as of October
29, 2004 (incorporated by reference to Exhibit 4.3 to the Company’s Form
10-Q filed November 15, 2004).
|
|
|
|
|
|
4.26
|
|
Amendment
No. 2 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Canpartners Investments IV, LLC, dated as of
December 29, 2004 (incorporated by reference to Exhibit 4.15 to the
Company’s Form 10-K filed December 27, 2006).
|
|
|
|
|
|
4.27
|
|
Amendment
No. 3 and Waiver to Loan and Security Agreement by and among Handy &
Harman, certain of its affiliates and Steel Partners II, L.P., successor
by assignment from Canpartners Investments IV, LLC, dated as of December
29, 2005 (incorporated by reference to Exhibit 4.16 to the Company’s Form
10-K filed December 27, 2006).
|
|
|
|
|
|
4.28
|
|
Consent
and Amendment No. 4 to Loan and Security Agreement by and among Handy
& Harman, certain of its affiliates and Steel Partners II, L.P.,
successor by assignment from Canpartners Investments IV, LLC, dated as of
January 24, 2006 (incorporated by reference to Exhibit 4.17 to the
Company’s Form 10-K filed December 27, 2006).
|
|
|
|
|
|
4.29
|
|
Amendment
No. 5 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Steel Partners II, L.P., successor by
assignment from Canpartners Investments IV, LLC, dated as of March 31,
2006 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K
filed April 6, 2006).
|
|
|
|
|
|
4.30
|
|
Amendment
No. 6 to the Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Steel Partners II, L.P., successor by
assignment from Canpartners Investments IV, LLC, dated as of July 18, 2006
(incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed
July 24, 2006).
|
|
|
|
|
|
4.31
|
|
Amendment
No. 7 to the Loan and Security Agreement by and Among Handy & Harman,
certain of its affiliates and Steel Partners II, L.P., successor by
assignment from Carpenters Investments IV, LLC, dated as of October 30,
2006 (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K
filed November 3, 2006).
|
|
|
|
|
|
4.32
|
|
Amendment
No. 8 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P, dated December 28, 2006
(incorporated by reference to Exhibit 99.1.5 to the Company’s Form 8-K
filed January 4, 2007).
|
|
|
|
|
|
4.33
|
|
Amendment
No. 9 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P. dated December 28, 2006
(incorporated by reference to Exhibit 99.1.6 to the Company’s Form 8-K
filed January 4, 2007).
|
|
|
|
|
|
4.34
|
|
Amendment
No. 10 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P. dated March 29, 2007
(incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed
March 30, 2007).
|
|
|
|
|
|
4.35
|
|
Amendment
No. 11 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P. dated July 20, 2007
(incorporated by reference to Exhibit 4.29 to Amendment No. 1 to
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-146803, on November 30, 2007).
|
|
|
|
|
|
4.36
|
|
Amendment
No. 12 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P. dated September 10, 2007
(incorporated by reference to Exhibit 4.30 to Amendment No. 1 to
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-146803, on November 30, 2007).
|
|
|
|
|
|
4.37
|
|
Amendment
No. 13 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated November 5, 2007
(incorporated by reference to Exhibit 4.35 to the Company’s Form 10-K
filed March 31, 2008).
|
|
|
|
|
|
4.38
|
|
Amendment
No. 14 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated February 14, 2008
(incorporated by reference to Exhibit 4.36 to the Company’s Form 10-K
filed March 31, 2008).
|
|
|
|
|
|
4.39
|
|
Amendment
No. 15 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated February 14, 2008
(incorporated by reference to Exhibit 4.37 to the Company’s Form 10-K
filed March 31, 2008).
|
|
|
|
|
|
4.40
|
|
Amendment
No. 16 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated as of October 29,
2008 (incorporated by reference to Exhibit 4.55 to the Company’s Form
10-Q, filed November 7, 2008).
|
|
|
|
|
|
*4.41
|
|
Amendment
No. 17 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated as of March 12,
2009.
|
|
|
|
|
|
4.42
|
|
Credit
Agreement, dated as of July 17, 2007, by and among Bairnco, Arlon, Inc.,
Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern
Saw Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc.,
as the arranger and administrative agent for the lenders thereunder
(incorporated by reference to Exhibit 4.36 to Amendment No. 1 to
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-146803, on November 30, 2007).
|
|
|
|
|
|
4.43
|
|
Amendment
No. 1 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as
the arranger and administrative agent for the lenders thereunder, dated
February 14, 2008 (incorporated by reference to Exhibit 4.44 to the
Company’s Form 10-K filed March 31,
2008).
|
|
|
|
|
|
4.44
|
|
Amendment
No. 2 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as
the arranger and administrative agent for the lenders thereunder, dated
June 30, 2008 (incorporated by reference to Exhibit 4.45 to Amendment No.
6 to Registration Statement on Form S-1 filed with the Securities and
Exchange Commission, File No. 333-146803, on July 9,
2008).
|
|
|
|
|
|
4.45
|
|
Amendment
No. 3 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as
the arranger and administrative agent for the lenders thereunder, dated as
of October 29, 2008 (incorporated by reference to Exhibit 4.54 to the
Company’s Form 10-Q, filed November 7, 2008).
|
|
|
|
|
|
*4.46
|
|
Amendment
No. 4 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as
the arranger and administrative agent for the lenders thereunder, dated as
of March 12, 2009.
|
|
|
|
|
|
4.47
|
|
Credit
Agreement, dated as of July 17, 2007, by and among Bairnco, Arlon, Inc.,
Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern
Saw Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder (incorporated by reference
to Exhibit 4.37 to Amendment No. 1 to Registration Statement on Form S-1
filed with the Securities and Exchange Commission, File No. 333-146803, on
November 30, 2007).
|
|
|
|
|
|
4.48
|
|
Amendment
No. 1 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder, dated February 14, 2008
(incorporated by reference to Exhibit 4.46 to the Company’s Form 10-K
filed March 31, 2008).
|
|
|
|
|
|
4.49
|
|
Amendment
No. 2 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder, dated June 30, 2008
(incorporated by reference to Exhibit 4.48 to Amendment No. 6 to
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-146803, on July 9, 2008).
|
|
|
|
|
|
4.50
|
|
Amendment
No. 3 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder, dated as of October 29,
2008 (incorporated by reference to Exhibit 4.53 to the Company’s Form
10-Q, filed November 7, 2008).
|
|
|
|
|
|
*4.51
|
|
Amendment
No. 4 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder, dated as of March 12,
2009.
|
|
|
|
|
|
4.52
|
|
Amended
and Restated Credit Agreement, dated as of July 17, 2007, by and among
Bairnco, Arlon, Inc., Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco
Corporation, and Southern Saw Acquisition Corporation, as borrowers, and
Steel Partners II, L.P. as lender (incorporated by reference to Exhibit
4.38 to Amendment No. 1 to Registration Statement on Form S-1 filed with
the Securities and Exchange Commission, File No. 333-146803, on November
30, 2008).
|
|
|
|
|
|
*4.53
|
|
First
Amendment to Amended and Restated Credit Agreement, by and among Bairnco,
Arlon, Inc., Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation,
and Southern Saw Acquisition Corporation, as borrowers, and Steel Partners
II, L.P. as lender, dated as of March 12, 2009.
|
|
|
|
|
|
4.54
|
|
Security
Agreement, dated as of February 14, 2008, by and among H&H and certain
of it subsidiaries and Ableco Finance LLC, as Agent (incorporated by
reference to Exhibit 4.49 to the Company’s Form 10-K filed March 31,
2008).
|
|
|
|
|
|
10.1
|
|
Settlement
and Release Agreement by and among Wheeling-Pittsburgh Steel Corporation
(“WPSC”) and Wheeling-Pittsburgh Corporation (“WPC”), the Company and
certain affiliates of WPSC, WPC and the Company (incorporated by reference
to Exhibit 99.1 to the Company’s Form 8-K filed May 30,
2001).
|
|
|
|
|
|
10.2
|
|
Employment
Agreement by and between H&H and Daniel P. Murphy, Jr., effective
February 11, 2004 (incorporated by reference to Exhibit 10.1 to the
Company’s Form 10-Q filed November 15, 2004).
|
|
|
|
|
|
10.3
|
|
Amendment
to Employment Agreement by and among WHX, Handy & Harman and Daniel P.
Murphy, dated as of February 20, 2008 (incorporated by reference to
Exhibit 10.4 to the Company’s Form 10-K filed March 31,
2008).
|
|
|
|
|
|
10.4
|
|
Acknowledgement
and Release dated November 10, 2005, by and between H&H and Daniel P.
Murphy, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s
Form 8-K filed April 6, 2006).
|
|
|
|
|
|
10.5
|
|
Supplemental
Executive Retirement Plan (as Amended and Restated as of January 1, 1998)
(incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K
filed December 27, 2006).
|
|
|
|
|
|
10.6
|
|
Agreement
by and among the Pension Benefit Guaranty Corporation, WHX Corporation,
Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation and
the United Steel Workers of America, AFL-CIO-CLC, dated as of July 31,
2003 (incorporated by reference to Exhibit 10.10 to the Company’s Form
10-K filed December 27, 2006).
|
|
|
|
|
|
*10.7
|
|
2008
Bonus Plan of the Company.
|
|
|
|
|
|
*10.8
|
|
Amendment
to 2008 Bonus Plan of the Company.
|
|
|
|
|
|
10.9
|
|
2007
Incentive Stock Plan (incorporated by reference to Exhibit B to the
Company’s Schedule 14A filed May 25, 2007).
|
|
|
|
|
|
10.10
|
|
Settlement
Agreement by and among WHX Corporation, Handy & Harman, and Pension
Benefit Guaranty Corporation dated December 28, 2006 (incorporated by
reference to Exhibit 10.12 to the Company’s Form 8-K filed January 4,
2007).
|
|
|
|
|
|
10.11
|
|
Asset
Purchase Agreement by and among Illinois Tool Works Inc., ITW Canada, OMG
Roofing, Inc., and OMG, Inc., dated December 28, 2006 (incorporated by
reference to Exhibit 10.12 of the Company’s Form 10-K filed March 9,
2007).
|
|
|
|
|
|
10.12
|
|
Employment
Agreement by and among WHX Corporation, Handy & Harman, and James
McCabe dated as of February 1, 2007 (incorporated by reference to exhibit
10.14 to the Company’s Form 10-K filed May 21,
2007).
|
|
|
|
|
|
*10.13
|
|
Amendment
to Employment Agreement by and among WHX Corporation, Handy & Harman,
and James F. McCabe Jr., effective January 1, 2009.
|
|
|
|
|
|
*10.14
|
|
Second
Amendment to Employment Agreement by and among WHX Corporation, Handy
& Harman, and James F. McCabe Jr., effective January 4,
2009.
|
|
|
|
|
|
10.15
|
|
Employment
Agreement by and between Handy & Harman and Jeffrey A. Svoboda,
effective January 28, 2008 (incorporated by reference to Exhibit 10.17 to
the Company’s Form 10-K filed March 31, 2008).
|
|
|
|
|
|
*10.16
|
|
Amendment
to Employment Agreement by and between Handy & Harman and Jeffrey A.
Svoboda, effective January 1, 2009.
|
|
|
|
|
|
*10.17
|
|
Second
Amendment to Employment Agreement by and between Handy & Harman and
Jeffrey A. Svoboda, effective January 4, 2009.
|
|
|
|
|
|
10.18
|
|
Employment
Agreement by and among WHX Corporation and Peter T. Gelfman, dated as of
April 7, 2008 (incorporated by reference to Exhibit 10.18 to the Company’s
Form 10-Q filed May 15, 2008).
|
|
|
|
|
|
*10.19
|
|
Amendment
to Employment Agreement by and among WHX Corporation and Peter T. Gelfman,
effective January 1, 2009.
|
|
|
|
|
|
*10.20
|
|
Second
Amendment to Employment Agreement by and among WHX Corporation and Peter
T. Gelfman, effective January 4, 2009.
|
|
|
|
|
|
*10.21
|
|
Incentive
Agreement, dated July 6, 2007, by and between WHX Corporation and Glen
Kassan.
|
|
|
|
|
|
*10.22
|
|
Amendment
to Incentive Agreement, dated as of January 1, 2009, by and between WHX
Corporation and Glen Kassan.
|
|
|
|
|
|
*10.23
|
|
Incentive
Agreement, dated July 6, 2007, by and between WHX Corporation and Warren
G. Lichtenstein.
|
|
|
|
|
|
*10.24
|
|
Amendment
to Incentive Agreement, dated as of January 1, 2009, by and between WHX
Corporation and Warren G. Lichtenstein.
|
|
|
|
|
|
16
|
|
Letter
from PricewaterhouseCoopers LLP, dated as of January 17, 2007
(incorporated by reference to Exhibit 16 to the Company’s Form 8-K filed
January 23, 2007).
|
|
|
|
|
|
*21.1
|
|
Subsidiaries
of Registrant.
|
|
|
|
|
|
*23.1
|
|
Consent
of Independent Registered Accounting Firm-Grant Thornton
LLP.
|
|
|
|
|
|
*24
|
|
Power
of Attorney (contained as part of the signature page to the Original Form
10-K).
|
|
|
|
|
|
**31.1
|
|
Certification
by Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
**31.2
|
|
Certification
by Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
**32
|
|
Certification
by Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
* -
Previously filed with the Original Form 10-K filed March 31,
2009.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on April 27, 2009.
|
|
WHX
CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Glen
M. Kassan
|
|
|
|
|
Name:
|
Glen
M. Kassan
|
|
|
|
|
Title:
|
Chief
Executive Officer
|
|
Pursuant
to the requirements of the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities
indicated on the 27
th
day of
April 2009.
|
By:
|
|
|
April
27, 2009
|
|
|
Warren
G. Lichtenstein, Chairman of the Board
|
|
Date
|
|
|
|
|
|
|
By:
|
/s/ Glen
M. Kassan
|
|
April
27, 2009
|
|
|
Glen
M. Kassan, Director and Chief Executive
|
|
Date
|
|
|
Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
By:
|
|
|
April
27, 2009
|
|
|
James
F. McCabe, Jr., Chief Financial Officer
|
|
Date
|
|
|
(Principal
Accounting Officer)
|
|
|
|
|
|
|
|
|
By:
|
|
|
April
27, 2009
|
|
|
John
H. McNamara, Jr., Director
|
|
Date
|
|
|
|
|
|
|
By:
|
|
|
April
27, 2009
|
|
|
John
J. Quicke, Director
|
|
Date
|
|
|
|
|
|
|
By:
|
|
|
April
27, 2009
|
|
|
Louis
Klein, Jr., Director
|
|
Date
|
|
|
|
|
|
|
By:
|
|
|
April
27, 2009
|
|
|
Jack
L. Howard, Director
|
|
Date
|
|
|
|
|
|
|
By:
|
|
|
April
27, 2009
|
|
|
Robert
Frankfurt, Director
|
|
Date
|
|
|
|
|
|
|
By:
|
|
|
April
27, 2009
|
|
|
Garen
W. Smith, Director
|
|
Date
|
|
|
|
|
|
|
*By
|
/s/ Glen
M. Kassan
|
|
|
|
|
Glen
M. Kassan, Attorney-in-fact
|
|
|
Index
to Exhibits and Financial Statement Schedules
|
|
|
|
|
|
|
|
|
2.1
|
|
First
Amended Chapter 11 Plan of Reorganization of the Company, dated June 8,
2005 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K
filed July 28, 2005).
|
|
|
|
|
|
2.2
|
|
Third
Amended Joint Plan of Reorganization of Wheeling-Pittsburgh Steel
Corporation, dated May 19, 2003 (incorporated by reference to Exhibit 2.1
to Wheeling-Pittsburgh Corporation’s Registration Statement on Form 10
filed May 30, 2003).
|
|
|
|
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of WHX (incorporated by
reference to Exhibit 3.1 to the Company’s Form 10-K, filed December 27,
2006).
|
|
|
|
|
|
3.2
|
|
Amendment
to Amended and Restated Certificate of Incorporation of WHX, dated
September 17, 2008 (incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-154428, on October 17, 2008).
|
|
|
|
|
|
*3.3
|
|
Amendment
to Amended and Restated Certificate of Incorporation of WHX, dated
November 24, 2008.
|
|
|
|
|
|
3.4
|
|
Amended
and Restated By Laws of WHX (incorporated by reference to Exhibit 3.2 to
the Company’s Form 10-K, filed December 27, 2006).
|
|
|
|
|
|
3.5
|
|
Amendment
to Article Four, Section 4.1 of the Amended and Restated Bylaws of WHX
Corporation (incorporated by reference to Exhibit 3.4 to the Company’s
current report on Form 8-K, filed November 10, 2008).
|
|
|
|
|
|
4.1
|
|
Loan
and Security Agreement by and among Handy & Harman, certain of its
affiliates and Congress Financial Corporation, dated March 31, 2004
(incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K filed
April 14, 2004).
|
|
|
|
|
|
4.2
|
|
Consent
and Amendment No. 1 to Loan and Security Agreement by and among Handy
& Harman, certain of its affiliates and Congress Financial
Corporation, dated as of August 31, 2004 (incorporated by reference to
Exhibit 4.1 to the Company’s Form 10-Q filed November 15,
2004).
|
|
|
|
|
|
4.3
|
|
Amendment
No. 2 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Congress Financial Corporation, dated as of
October 29, 2004 (incorporated by reference to Exhibit 4.2 to the
Company’s Form 10-Q filed November 15, 2004).
|
|
|
|
|
|
4.4
|
|
Amendment
No. 3 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Congress Financial Corporation, dated as of
December 29, 2004 (incorporated by reference to Exhibit 4.4 to the
Company’s Form 10-K filed December 27, 2006).
|
|
|
|
|
|
4.5
|
|
Amendment
No. 4 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of May 20, 2005 (incorporated by reference to
Exhibit 4.5 to the Company’s Form 10-K filed December 27,
2006).
|
|
|
|
|
|
4.6
|
|
Amendment
No. 5 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of September 8, 2005 (incorporated by reference to
Exhibit 4.6 to the Company’s Form 10-K filed December 27,
2006).
|
|
|
|
|
|
4.7
|
|
Amendment
No. 6 and Waiver to Loan and Security Agreement by and among Handy &
Harman, certain of its affiliates and Wachovia Bank, National Association,
a national banking association, successor by merger to Congress Financial
Corporation, dated as of December 29, 2005 (incorporated by reference to
Exhibit 4.7 to the Company’s Form 10-K filed December 27,
2006).
|
|
|
|
|
|
4.8
|
|
Consent
and Amendment No. 7 to Loan and Security Agreement by and among Handy
& Harman, certain of its affiliates and Wachovia Bank, National
Association, a national banking association, successor by merger to
Congress Financial Corporation, dated as of January 24, 2006 (incorporated
by reference to Exhibit 4.8 to the Company’s Form 10-K filed December 27,
2006).
|
|
|
|
|
|
4.9
|
|
Amendment
No. 8 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of March 31, 2006 (incorporated by reference to
Exhibit 4.1 to the Company’s Form 8-K filed April 6,
2006).
|
|
|
|
|
|
4.10
|
|
Amendment
No. 9 to the Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of July 18, 2006 (incorporated by reference to
Exhibit 99.1 to the Company’s Form 8-K filed July 24,
2006).
|
|
|
|
|
|
4.11
|
|
Amendment
No. 10 to the Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Wachovia Bank, National Association, a
national banking association, successor by merger to Congress Financial
Corporation, dated as of October 30, 2006 (incorporated by reference to
Exhibit 99.1 to the Company’s Form 8-K filed November 03,
2006).
|
|
|
|
|
|
4.12
|
|
Amendment
No. 11 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated December 28, 2006 (incorporated by reference to Exhibit 99.1.3 to
the Company’s Form 8-K filed January 4,
2007).
|
|
|
|
|
|
4.13
|
|
Amendment
No. 12 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated December 28, 2006 (incorporated by reference to Exhibit 99.1.4 to
the Company’s Form 8-K filed January 4, 2007).
|
|
|
|
|
|
4.14
|
|
Amendment
No. 13 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated March 29, 2007 (incorporated by reference to Exhibit 99.1 to the
Company’s Form 8-K filed March 30, 2007).
|
|
|
|
|
|
4.15
|
|
Amendment
No. 14 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated July 20, 2007 (incorporated by reference to Exhibit 4.15 to
Amendment No. 1 to Registration Statement on Form S-1 filed with the
Securities and Exchange Commission, File No. 333-146803, on November 30,
2008).
|
|
|
|
|
|
4.16
|
|
Amendment
No. 15 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated September 20, 2007 (incorporated by reference to exhibit 4.16 to
Amendment No. 1 to Registration Statement on Form S-1 filed with the
Securities and Exchange Commission, File No. 333-146803, on November 30,
2008).
|
|
|
|
|
|
4.17
|
|
Amendment
No. 16 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated October 31, 2007 (incorporated by reference to Exhibit 4.17 to the
Company’s Form 10-K filed March 31, 2008).
|
|
|
|
|
|
4.18
|
|
Amendment
No. 17 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated January 11, 2008 (incorporated by reference to Exhibit 4.18 to the
Company’s Form 10-K filed March 31, 2008).
|
|
|
|
|
|
4.19
|
|
Amendment
No. 18 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated February 14, 2008 (incorporated by reference to Exhibit 4.19 to the
Company’s Form 10-K filed March 31, 2008).
|
|
|
|
|
|
4.20
|
|
Amendment
No. 19 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated February 14, 2008 (incorporated by reference to Exhibit 4.20 to the
Company’s Form 10-K filed March 31, 2008).
|
|
|
|
|
|
4.21
|
|
Amendment
No. 20 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated September 29, 2008 (incorporated by reference to Exhibit 4.21 to the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-154428, on October 17, 2008).
|
|
|
|
|
|
4.22
|
|
Amendment
No. 21 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated October 29, 2008 (incorporated by reference to Exhibit 4.56 to the
Company’s Form 10-Q, filed November 7,
2008).
|
|
|
|
|
|
*4.23
|
|
Amendment
No. 22 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Wachovia Bank, National Association, as agent,
dated March 12, 2009.
|
|
|
|
|
|
4.24
|
|
Loan
and Security Agreement by and among Handy & Harman, certain of its
affiliates and Ableco Finance LLC, dated March 31, 2004 (incorporated by
reference to Exhibit 4.3 to the Company’s Form 10-K filed April 14,
2004).
|
|
|
|
|
|
4.25
|
|
Loan
and Security Agreement Amendment by and among Handy & Harman, certain
of its affiliates and Canpartners Investments IV, LLC, dated as of October
29, 2004 (incorporated by reference to Exhibit 4.3 to the Company’s Form
10-Q filed November 15, 2004).
|
|
|
|
|
|
4.26
|
|
Amendment
No. 2 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Canpartners Investments IV, LLC, dated as of
December 29, 2004 (incorporated by reference to Exhibit 4.15 to the
Company’s Form 10-K filed December 27, 2006).
|
|
|
|
|
|
4.27
|
|
Amendment
No. 3 and Waiver to Loan and Security Agreement by and among Handy &
Harman, certain of its affiliates and Steel Partners II, L.P., successor
by assignment from Canpartners Investments IV, LLC, dated as of December
29, 2005 (incorporated by reference to Exhibit 4.16 to the Company’s Form
10-K filed December 27, 2006).
|
|
|
|
|
|
4.28
|
|
Consent
and Amendment No. 4 to Loan and Security Agreement by and among Handy
& Harman, certain of its affiliates and Steel Partners II, L.P.,
successor by assignment from Canpartners Investments IV, LLC, dated as of
January 24, 2006 (incorporated by reference to Exhibit 4.17 to the
Company’s Form 10-K filed December 27, 2006).
|
|
|
|
|
|
4.29
|
|
Amendment
No. 5 to Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Steel Partners II, L.P., successor by
assignment from Canpartners Investments IV, LLC, dated as of March 31,
2006 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K
filed April 6, 2006).
|
|
|
|
|
|
4.30
|
|
Amendment
No. 6 to the Loan and Security Agreement by and among Handy & Harman,
certain of its affiliates and Steel Partners II, L.P., successor by
assignment from Canpartners Investments IV, LLC, dated as of July 18, 2006
(incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed
July 24, 2006).
|
|
|
|
|
|
4.31
|
|
Amendment
No. 7 to the Loan and Security Agreement by and Among Handy & Harman,
certain of its affiliates and Steel Partners II, L.P., successor by
assignment from Carpenters Investments IV, LLC, dated as of October 30,
2006 (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K
filed November 3, 2006).
|
|
|
|
|
|
4.32
|
|
Amendment
No. 8 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P, dated December 28, 2006
(incorporated by reference to Exhibit 99.1.5 to the Company’s Form 8-K
filed January 4, 2007).
|
|
|
|
|
|
4.33
|
|
Amendment
No. 9 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P. dated December 28, 2006
(incorporated by reference to Exhibit 99.1.6 to the Company’s Form 8-K
filed January 4, 2007).
|
|
|
|
|
|
4.34
|
|
Amendment
No. 10 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P. dated March 29, 2007
(incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed
March 30, 2007).
|
|
|
|
|
|
4.35
|
|
Amendment
No. 11 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P. dated July 20, 2007
(incorporated by reference to Exhibit 4.29 to Amendment No. 1 to
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-146803, on November 30, 2007).
|
|
|
|
|
|
4.36
|
|
Amendment
No. 12 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P. dated September 10, 2007
(incorporated by reference to Exhibit 4.30 to Amendment No. 1 to
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-146803, on November 30,
2007).
|
|
|
|
|
|
4.37
|
|
Amendment
No. 13 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated November 5, 2007
(incorporated by reference to Exhibit 4.35 to the Company’s Form 10-K
filed March 31, 2008).
|
|
|
|
|
|
4.38
|
|
Amendment
No. 14 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated February 14, 2008
(incorporated by reference to Exhibit 4.36 to the Company’s Form 10-K
filed March 31, 2008).
|
|
|
|
|
|
4.39
|
|
Amendment
No. 15 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated February 14, 2008
(incorporated by reference to Exhibit 4.37 to the Company’s Form 10-K
filed March 31, 2008).
|
|
|
|
|
|
4.40
|
|
Amendment
No. 16 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated as of October 29,
2008 (incorporated by reference to Exhibit 4.55 to the Company’s Form
10-Q, filed November 7, 2008).
|
|
|
|
|
|
*4.41
|
|
Amendment
No. 17 to the Loan and Security Agreement by and among Handy & Harman
and its subsidiaries, and Steel Partners II, L.P., dated as of March 12,
2009.
|
|
|
|
|
|
4.42
|
|
Credit
Agreement, dated as of July 17, 2007, by and among Bairnco, Arlon, Inc.,
Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern
Saw Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc.,
as the arranger and administrative agent for the lenders thereunder
(incorporated by reference to Exhibit 4.36 to Amendment No. 1 to
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-146803, on November 30, 2007).
|
|
|
|
|
|
4.43
|
|
Amendment
No. 1 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as
the arranger and administrative agent for the lenders thereunder, dated
February 14, 2008 (incorporated by reference to Exhibit 4.44 to the
Company’s Form 10-K filed March 31,
2008).
|
|
|
|
|
|
4.44
|
|
Amendment
No. 2 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as
the arranger and administrative agent for the lenders thereunder, dated
June 30, 2008 (incorporated by reference to Exhibit 4.45 to Amendment No.
6 to Registration Statement on Form S-1 filed with the Securities and
Exchange Commission, File No. 333-146803, on July 9,
2008).
|
|
|
|
|
|
4.45
|
|
Amendment
No. 3 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as
the arranger and administrative agent for the lenders thereunder, dated as
of October 29, 2008 (incorporated by reference to Exhibit 4.54 to the
Company’s Form 10-Q, filed November 7,
2008).
|
|
|
|
|
|
*4.46
|
|
Amendment
No. 4 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Wells Fargo Foothill, Inc., as
the arranger and administrative agent for the lenders thereunder, dated as
of March 12, 2009.
|
|
|
|
|
|
4.47
|
|
Credit
Agreement, dated as of July 17, 2007, by and among Bairnco, Arlon, Inc.,
Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern
Saw Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder (incorporated by reference
to Exhibit 4.37 to Amendment No. 1 to Registration Statement on Form S-1
filed with the Securities and Exchange Commission, File No. 333-146803, on
November 30, 2007).
|
|
|
|
|
|
4.48
|
|
Amendment
No. 1 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder, dated February 14, 2008
(incorporated by reference to Exhibit 4.46 to the Company’s Form 10-K
filed March 31, 2008).
|
|
|
|
|
|
4.49
|
|
Amendment
No. 2 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder, dated June 30, 2008
(incorporated by reference to Exhibit 4.48 to Amendment No. 6 to
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, File No. 333-146803, on July 9, 2008).
|
|
|
|
|
|
4.50
|
|
Amendment
No. 3 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder, dated as of October 29,
2008 (incorporated by reference to Exhibit 4.53 to the Company’s Form
10-Q, filed November 7, 2008).
|
|
|
|
|
|
*4.51
|
|
Amendment
No. 4 to the Credit Agreement by and among Bairnco, Arlon, Inc., Arlon
Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation, and Southern Saw
Acquisition Corporation, as borrowers, and Ableco Finance LLC, as
administrative agent for the lenders thereunder, dated as of March 12,
2009.
|
|
|
|
|
|
4.52
|
|
Amended
and Restated Credit Agreement, dated as of July 17, 2007, by and among
Bairnco, Arlon, Inc., Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco
Corporation, and Southern Saw Acquisition Corporation, as borrowers, and
Steel Partners II, L.P. as lender (incorporated by reference to Exhibit
4.38 to Amendment No. 1 to Registration Statement on Form S-1 filed with
the Securities and Exchange Commission, File No. 333-146803, on November
30, 2008).
|
|
|
|
|
|
*4.53
|
|
First
Amendment to Amended and Restated Credit Agreement, by and among Bairnco,
Arlon, Inc., Arlon Viscor Ltd., Arlon Signtech, Ltd., Kasco Corporation,
and Southern Saw Acquisition Corporation, as borrowers, and Steel Partners
II, L.P. as lender, dated as of March 12, 2009.
|
|
|
|
|
|
4.54
|
|
Security
Agreement, dated as of February 14, 2008, by and among H&H and certain
of it subsidiaries and Ableco Finance LLC, as Agent (incorporated by
reference to Exhibit 4.49 to the Company’s Form 10-K filed March 31,
2008).
|
|
|
|
|
|
10.1
|
|
Settlement
and Release Agreement by and among Wheeling-Pittsburgh Steel Corporation
(“WPSC”) and Wheeling-Pittsburgh Corporation (“WPC”), the Company and
certain affiliates of WPSC, WPC and the Company (incorporated by reference
to Exhibit 99.1 to the Company’s Form 8-K filed May 30,
2001).
|
|
|
|
|
|
10.2
|
|
Employment
Agreement by and between H&H and Daniel P. Murphy, Jr., effective
February 11, 2004 (incorporated by reference to Exhibit 10.1 to the
Company’s Form 10-Q filed November 15, 2004).
|
|
|
|
|
|
10.3
|
|
Amendment
to Employment Agreement by and among WHX, Handy & Harman and Daniel P.
Murphy, dated as of February 20, 2008 (incorporated by reference to
Exhibit 10.4 to the Company’s Form 10-K filed March 31,
2008).
|
|
|
|
|
|
10.4
|
|
Acknowledgement
and Release dated November 10, 2005, by and between H&H and Daniel P.
Murphy, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s
Form 8-K filed April 6, 2006).
|
|
|
|
|
|
10.5
|
|
Supplemental
Executive Retirement Plan (as Amended and Restated as of January 1, 1998)
(incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K
filed December 27, 2006).
|
|
|
|
|
|
10.6
|
|
Agreement
by and among the Pension Benefit Guaranty Corporation, WHX Corporation,
Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation and
the United Steel Workers of America, AFL-CIO-CLC, dated as of July 31,
2003 (incorporated by reference to Exhibit 10.10 to the Company’s Form
10-K filed December 27, 2006).
|
|
|
|
|
|
*10.7
|
|
2008
Bonus Plan of the Company.
|
|
|
|
|
|
*10.8
|
|
Amendment
to 2008 Bonus Plan of the Company.
|
|
|
|
|
|
10.9
|
|
2007
Incentive Stock Plan (incorporated by reference to Exhibit B to the
Company’s Schedule 14A filed May 25, 2007).
|
|
|
|
|
|
10.10
|
|
Settlement
Agreement by and among WHX Corporation, Handy & Harman, and Pension
Benefit Guaranty Corporation dated December 28, 2006 (incorporated by
reference to Exhibit 10.12 to the Company’s Form 8-K filed January 4,
2007).
|
|
|
|
|
|
10.11
|
|
Asset
Purchase Agreement by and among Illinois Tool Works Inc., ITW Canada, OMG
Roofing, Inc., and OMG, Inc., dated December 28, 2006 (incorporated by
reference to Exhibit 10.12 of the Company’s Form 10-K filed March 9,
2007).
|
|
|
|
|
|
10.12
|
|
Employment
Agreement by and among WHX Corporation, Handy & Harman, and James
McCabe dated as of February 1, 2007 (incorporated by reference to exhibit
10.14 to the Company’s Form 10-K filed May 21,
2007).
|
|
|
|
|
|
*10.13
|
|
Amendment
to Employment Agreement by and among WHX Corporation, Handy & Harman,
and James F. McCabe Jr., effective January 1, 2009.
|
|
|
|
|
|
*10.14
|
|
Second
Amendment to Employment Agreement by and among WHX Corporation, Handy
& Harman, and James F. McCabe Jr., effective January 4,
2009.
|
|
|
|
|
|
10.15
|
|
Employment
Agreement by and between Handy & Harman and Jeffrey A. Svoboda,
effective January 28, 2008 (incorporated by reference to Exhibit 10.17 to
the Company’s Form 10-K filed March 31,
2008).
|
|
|
|
|
|
*10.16
|
|
Amendment
to Employment Agreement by and between Handy & Harman and Jeffrey A.
Svoboda, effective January 1, 2009.
|
|
|
|
|
|
*10.17
|
|
Second
Amendment to Employment Agreement by and between Handy & Harman and
Jeffrey A. Svoboda, effective January 4, 2009.
|
|
|
|
|
|
10.18
|
|
Employment
Agreement by and among WHX Corporation and Peter T. Gelfman, dated as of
April 7, 2008 (incorporated by reference to Exhibit 10.18 to the Company’s
Form 10-Q filed May 15, 2008).
|
|
|
|
|
|
*10.19
|
|
Amendment
to Employment Agreement by and among WHX Corporation and Peter T. Gelfman,
effective January 1, 2009.
|
|
|
|
|
|
*10.20
|
|
Second
Amendment to Employment Agreement by and among WHX Corporation and Peter
T. Gelfman, effective January 4, 2009.
|
|
|
|
|
|
*10.21
|
|
Incentive
Agreement, dated July 6, 2007, by and between WHX Corporation and Glen
Kassan.
|
|
|
|
|
|
*10.22
|
|
Amendment
to Incentive Agreement, dated as of January 1, 2009, by and between WHX
Corporation and Glen Kassan.
|
|
|
|
|
|
*10.23
|
|
Incentive
Agreement, dated July 6, 2007, by and between WHX Corporation and Warren
G. Lichtenstein.
|
|
|
|
|
|
*10.24
|
|
Amendment
to Incentive Agreement, dated as of January 1, 2009, by and between WHX
Corporation and Warren G. Lichtenstein.
|
|
|
|
|
|
16
|
|
Letter
from PricewaterhouseCoopers LLP, dated as of January 17, 2007
(incorporated by reference to Exhibit 16 to the Company’s Form 8-K filed
January 23, 2007).
|
|
|
|
|
|
*21.1
|
|
Subsidiaries
of Registrant.
|
|
|
|
|
|
*23.1
|
|
Consent
of Independent Registered Accounting Firm-Grant Thornton
LLP.
|
|
|
|
|
|
*24
|
|
Power
of Attorney (contained as part of the signature page to the Original Form
10-K).
|
|
|
|
|
|
**31.1
|
|
Certification
by Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
**31.2
|
|
Certification
by Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
**32
|
|
Certification
by Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
* -
Previously filed with the Original Form 10-K filed March 31,
2009.
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