UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 26, 2005
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WHX CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-2394 13-3768097
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
555 Theodore Fremd Avenue, Rye, New York 10580
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 925-4413
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110 East 59th Street, New York, New York 10022
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(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):
/_/ 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-(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On October 26, 2005, WHX CS Corp. ("CS"), a wholly-owned subsidiary
of WHX Corporation ("WHX"), entered into a Stock Purchase Agreement (the
"Agreement") by and between CS and Steel Partners II, L.P. ("Steel"). Pursuant
to the Agreement, CS sold 1,000 shares of Series A Preferred Stock, par value
$0.01 per share (the "Shares"), to Steel. Steel paid a purchase price of $5,100
per share or an aggregate purchase price of $5.1 million. The Shares are
required to be redeemed by CS for $5.1 million plus all accrued and unpaid
dividends on October 26, 2006 or, at the sole option of the Board of Directors
of CS, on any earlier date.
Warren G. Lichtenstein, Chairman of the Board of WHX, is the sole
managing member of the general partner of Steel. Steel owns 5,029,793 shares of
WHX's Common Stock. In addition, Glen M. Kassan (Director and Chief Executive
Officer of WHX), John Quicke (Director and Vice President of WHX) and Jack L.
Howard and Josh Schector (Directors of WHX) are employees of Steel Partners,
Ltd., an affiliate of Steel.
Item 3.02 SALE OF UNREGISTERED SECURITIES
On October 26, 2005, CS sold the Shares to Steel pursuant to the
Agreement. Steel paid a purchase price of $5,100 per share or an aggregate
purchase price of $5.1 million. The Shares are required to be redeemed by CS for
$5.1 million plus all accrued and unpaid dividends on October 26, 2006 or, at
the sole option of the Board of Directors of CS, on any earlier date. The sale
of the Shares was exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to Section 4(2) of the Securities Act,
as the transaction did not involve any public offering.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
4.1 Certificate of Designations, Preferences and Other Rights
and Qualifications of Series A Preferred Stock
10.1 Stock Purchase Agreement by and between WHX CS Corp. and
Steel Partners II, L.P., dated October 26, 2005.
SIGNATURES
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 hereunto duly authorized.
WHX CORPORATION
Dated: November 1, 2005 By: /s/ Robert K. Hynes
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Name: Robert K. Hynes
Title: Chief Financial Officer
