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): March 31, 2006
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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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N/A
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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-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 31, 2006, Handy & Harman ("H&H"), a wholly-owned subsidiary of WHX
Corporation ("WHX"), and certain of H&H's subsidiaries amended its Loan and
Security Agreement with Wachovia Bank, National Association (the "Credit
Facility") and its Loan and Security Agreement with Steel Partners II, L.P. (the
"Tranche B Term Loan"). The Tranche B Term Loan was amended to provide for an
additional loan of $9,000,000 to H&H and its subsidiaries to be used to make a
prepayment on H&H's subordinated promissory note issued to WHX (the "WHX Note"),
and related matters. The Credit Facility was amended to permit the increase of
the Tranche Term B Loan and the prepayment of the WHX Note in the principal
amount of $9,000,000. Substantially all of the other terms and conditions of the
Credit Facility and Tranche B Term Loan continue without amendment. The
foregoing summary of the amendments to the Credit Facility and the Tranche B
Term Loan do not purport to be complete and are subject to and qualified in
their entirety by reference to the actual text of such agreements, copies of
which are attached hereto as EXHIBITS 4.1 and 4.2, respectively, and
incorporated herein by reference.
Steel Partners II, L.P. is the beneficial holder of 5,029,793 shares of
WHX's common stock, representing approximately 50% of the outstanding shares.
Warren G. Lichtenstein, Chairman of the Board of WHX, is the sole managing
member of the general partner of Steel Partners II, L.P. 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 Partners II, L.P.
At a meeting of the Compensation Committee (the "Committee") on April 5,
2006 (the "Meeting"), the Committee approved a salary of $600,000 per annum for
Glen M. Kassan ("Kassan"), the Vice Chairman of the Board of Directors and Chief
Executive Officer of WHX, effective January 1, 2006. The Committee examined the
salaries of executives serving in similar capacities for comparable companies
and determined that such a salary was fair and appropriate. Kassan does not have
an Employment Agreement with WHX.
At the Meeting, the Committee approved the terms of an Employment Agreement
for Ellen Harmon, as Vice President, General Counsel and Secretary of each of
WHX and H&H. Harmon shall serve in such positions until the first anniversary of
the effective date of the Employment Agreement which term shall be renewed for
successive one year intervals, unless one of the parties provides notice of
termination no less than thirty days prior to the end of such term. Harmon will
be paid a base salary of $260,000 per annum, a discretionary bonus as determined
by the Board of Directors or the Committee of WHX and shall receive 25,000
options to purchase WHX common stock. For more information on Harmon, see ITEM
5.02.
At the Meeting, the Committee also ratified and approved an Acknowledgement
and Release, dated November 10, 2005, by and between Daniel P. Murphy and H&H
(the "Murphy Release"). Pursuant to the Murphy Release, Murphy agreed to remain
an employee of H&H through at least March 31, 2006 in exchange for (i) a cash
bonus of $250,000, (ii) an increase in the life insurance levels provided in the
H&H Post-Retirement Life Insurance Program and (iii) 100,000 options to purchase
WHX common stock to be issued. In addition, Murphy provided a release to WHX.
For more information, see the Murphy Release attached hereto as EXHIBIT 10.1.
At the Meeting, the Committee also ratified and approved an Acknowledgement
and Release, dated November 14, 2005, by between Robert K. Hynes and WHX (the
"Hynes Release"). Pursuant to the Hynes Release, Hynes agreed to remain an
employee of WHX through at least March 31, 2006 in exchange for (i) a cash bonus
of $250,000, payable in installments, the last of which vests upon filing of the
WHX 2005 Annual Report on Form 10-K, (ii) an increase in the life insurance
levels provided in the H&H Post-Retirement Life Insurance Program and (iii)
25,000 options to purchase WHX common stock to be issued. In addition, Hynes
provided a release to WHX. For more information, see the Hynes Release attached
hereto as EXHIBIT 10.2.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
At the Meeting, the Committee approved the terms of an Employment Agreement
for Ellen Harmon, age 51, as Vice President, General Counsel and Secretary of
each of WHX and H&H. Prior to Harmon's employment with WHX and H&H, Harmon was
the Senior Vice President, General Counsel and Secretary of The Robert Allen
Group, Inc., an international designer and distributor of home furnishings and
fabrics to the interior design trade, furniture manufacturers, and the contract
and hospitality markets, from January 2004 through January 2006. Prior to that,
she was the Vice President, General Counsel and Secretary of Metallurg, Inc., an
international producer and supplier of high-quality specialty metals, alloys and
metallic chemicals utilized in the production of high-performance aluminum and
titanium alloys, specialty steel, superalloys and certain non-metallic materials
for various applications in the aerospace, power supply, automotive,
petrochemical processing and telecommunications industries, from 1999 through
2002. For more information on the terms of Harmon's employment, see ITEM 1.01.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
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NUMBER EXHIBIT
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4.1 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.
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4.2 Amendment No. 5 to Loan and Security Agreement Amendment by and
among Handy & Harman, certain of its affiliates and Steel
Partners II, L.P., dated as of March 31, 2006.
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10.1 Acknowledgement and Release, dated November 10, 2005, by and
between Daniel P. Murphy and H&H.
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10.2 Acknowledgement and Release, dated November 14, 2005, by and
between Robert K. Hynes and WHX.
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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: April 6, 2006 By: /s/ Robert Hynes
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Name: Robert Hynes
Title: Chief Financial Officer
