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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Whx Corp. (MM) | NASDAQ:WXCO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 13.02 | 0 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
WHX
CORPORATION
|
|
(Exact
Name of Registrant as Specified in its Charter)
|
|
DELAWARE
|
13-3768097
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
1133
Westchester Avenue
|
|
White Plains, New
York
|
10604
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s
telephone number, including area code: (914)
461-1300
|
Name
of each exchange on
|
|
Title of each
class
|
which
registered
|
Common
Stock, $.01 par value
|
NASDAQ
Capital Market
|
Large
Accelerated Filer
o
|
Accelerated
Filer
o
|
Non-Accelerated
Filer
o
|
Smaller
Reporting Company
x
|
1
|
||
1
|
||
5
|
||
14
|
||
17
|
||
17
|
||
19
|
||
19
|
Name
|
Age
|
All
Offices with the Company
|
Director
and/or Executive Officer Since
|
|||
Warren
G. Lichtenstein
|
43
|
Chairman
of the Board of Directors
|
2005
|
|||
Robert
Frankfurt*
|
43
|
Director
|
2008
|
|||
Peter
T. Gelfman
|
45
|
General
Counsel and Secretary
|
2008
|
|||
Jack
L. Howard
|
47
|
Director
|
2005
|
|||
Glen
M. Kassan
|
65
|
Vice
Chairman of the Board of Directors and Chief Executive
Officer
|
2005
|
|||
Louis
Klein, Jr.*
|
73
|
Director
|
2002
|
|||
James
F. McCabe, Jr.
|
46
|
Chief
Financial Officer and Senior Vice President
|
2007
|
|||
John
H. McNamara, Jr.
|
45
|
Director
|
2008
|
|||
John
J. Quicke
|
59
|
Director
and Vice President
|
2005
|
|||
Garen
W. Smith*
|
66
|
Director
|
2002
|
|||
Jeffrey
A. Svoboda
|
57
|
Senior
Vice President of the Company and President and Chief Executive Officer of
Handy & Harman (“H&H”) and Bairnco Corporation
(“Bairnco”).
|
2008
|
*
|
Member
of the Compensation Committee and the Audit
Committee
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
Non-qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Total
Compensation
($)
|
|||||||
(a)
|
(b)
|
(c)
|
(d)
|
(f)
(1)
|
(h)
|
(i)
|
(j)
|
|||||||
Glen
M. Kassan
Chief
Executive Officer
|
2008
|
600,000
|
--
|
--
|
--
|
28,322
(2)
|
628,322
|
|||||||
2007
|
600,000
|
100,000
|
--
|
--
|
100,208
(3)
|
800,208
|
||||||||
James
F. McCabe, Jr.
Chief
Financial Officer and Senior Vice President
|
2008
|
310,615
|
166,257
|
47,304
|
--
|
65,209
(4)
|
589,385
|
|||||||
2007
|
244,615
|
100,000
|
117,197
|
--
|
42,686
(4)
|
504,498
|
Jeffrey
A. Svoboda
Senior Vice President of WHX
and President and Chief Executive Officer of H&H and
Bairnco
(5)
|
2008
|
451,923
|
356,524
|
74,053
|
--
|
31,207
(6)
|
913,707
|
|||||||
2007
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||
Daniel
P. Murphy, Jr.
Senior Vice President of
Corporate Development
(7)
|
2008
|
294,266
|
--
|
49,188
|
--
|
970,229
(8)
|
1,313,683
|
|||||||
2007
|
467,692
|
140,000
|
234,395
|
--
|
46,080
(9)
|
888,167
|
(1)
|
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.
|
(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.
|
(3)
|
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.
|
(4)
|
Includes
payments for life insurance, car allowance, temporary living allowance,
and 401(k) matching and discretionary
payments.
|
(5)
|
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.
|
(6)
|
Includes
payments for life insurance, car allowance, compensation for relocation,
and 401(k) matching and discretionary
payments.
|
(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 $940,000 pursuant to
the terms of Mr. Murphy’s employment agreement. See
“—Separation Agreement” for further discussion of the severance provisions
of Mr. Murphy’s employment
agreement.
|
(9)
|
Includes
payments for reimbursement of financial services, life insurance, car
allowance, club dues, 401(k) matching and discretionary
payments.
|
Name
|
Option
Awards
|
|||||||
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||
(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.
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Option
Awards
($)
|
All
Other Compensation
($)
|
Total
($)
|
||||
(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.
|
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 |
Plan
category
|
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.
|
|
·
|
Each
person who beneficially owns 5% or more of the shares of common stock then
outstanding;
|
|
·
|
Each
of our directors;
|
|
·
|
Each
of our named executive officers;
|
|
·
|
All
of our directors and executive officers as a
group.
|
Name
and Address of Beneficial Owner
|
Shares
Beneficially Owned
(1)
|
Percentage
of Class
|
||||||
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 | % |
(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.
|
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
|
$ | - | $ | - |
Exhibit
Number
|
Description
|
|
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.
|
|
**
- Filed herewith.
|
WHX
CORPORATION
|
||||
By:
|
/s/ Glen M. Kassan | |||
Name: | Glen M. Kassan | |||
Title: | Chief Executive Officer |
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
|
Exhibit
Number
|
Description
|
|
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.
|
|
**
- Filed herewith.
|
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