UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2013
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| HANDY & HARMAN LTD. |
| (Exact name of registrant as specified in its charter) |
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| Delaware | 1-2394 | 13-3768097 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 1133 Westchester Avenue, Suite N222, White Plains, New York | 10604 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (914) 461-1300
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| N/A |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On March 26, 2013, Handy & Harman Group Ltd. ("HNH Group"), a wholly-owned subsidiary of Handy & Harman Ltd. (the "Company"), instructed Wells Fargo Bank, National Association ("Wells Fargo"), as trustee and collateral agent, to deliver an irrevocable notice of HNH Group's election to redeem all of its outstanding 10% subordinated secured notes due 2017 (the "Subordinated Notes") to the holders of the Subordinated Notes. Pursuant to the terms of that certain amended and restated indenture, dated as of December 13, 2010, as amended (the "Indenture"), by and among HNH Group, the guarantors named therein and Wells Fargo, as trustee and collateral agent, HNH Group has instructed Wells Fargo to redeem, on April 25, 2013, approximately $31.8 million principal amount of Subordinated Notes, representing all of the outstanding Subordinated Notes, at a redemption price equal to 112.6% of the principal amount and accrued but unpaid payment-in-kind-interest thereof, plus accrued and unpaid cash interest. The Subordinated Notes are part of a unit ("Unit"), and each Unit consists of (i) Subordinated Notes and (ii) warrants to purchase shares of common stock of the Company (the "Warrants"). Until October 14, 2013, the Notes and Warrants which comprise the Unit are not detachable, and accordingly all Units are also being redeemed. On March 26, 2013, HNH Group irrevocably deposited with Wells Fargo the necessary funds for such redemption and interest payment in order to satisfy and discharge its obligations under the Indenture upon such deposit.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | HANDY & HARMAN LTD. |
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| Dated: March 27, 2013 | By: | /s/ Leonard J. McGill |
| | Name: | Leonard J. McGill |
| | Title: | Senior Vice President, Chief Legal Officer & Assistant Secretary |
