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 2, 2007
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WHX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-2394 12-3768097
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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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On February 6, 2007, the Boards of Directors of WHX Corporation (the
"COMPANY") and Handy & Harman, its wholly-owned subsidiary ("H&H" and together
with the Company, the "Companies"), approved an employment agreement dated as of
February 1, 2007 by and among the Company, H&H and James McCabe pursuant to
which Mr. McCabe was appointed as Senior Vice President of each of the
Companies.
On February 1, 2007, Mr. McCabe entered into a one-year employment
agreement with each of the Companies, to commence on March 1, 2007, and which by
its terms, 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 Mr. McCabe's bonus for 2007 will
not be less than $100,000 as long as his employment has not been terminated for
cause and as long as he has not voluntarily terminated his employment prior to
April 1, 2008. In addition, the employment agreement provides for the grant of
50,000 options to purchase Company 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.
Mr. McCabe is 43 years of age. From 2004 to 2006, Mr. McCabe served as
Vice President of Finance and Treasurer of American Water, NE Region, a division
of RWE which is a public utility based in Essen, Germany. Previously, he served
as President of Teleflex Aerospace from 2002 to 2003, which manufactures and
services turbine components and aircraft cargo systems. Mr. McCabe previously
served as Chief Operating Officer of Sermatech International, a
surface-engineering/specialty coatings business, from 2000 to 2001, and as its
President from 2001 to 2002.
ITEM 8.01. OTHER EVENTS.
On March 2, 2007, the Company issued a press release, a copy of which is
attached hereto as EXHIBIT 99.1, with respect to Mr. McCabe's appointment as
Senior Vice President of each of the Companies.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of
this Current Report on Form 8-K.
Exhibit No. Description
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99.1 Press Release dated March 2, 2007.
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 thereunto duly authorized.
Date: March 2, 2007 WHX CORPORATION
By: /s/ Robert K. Hynes
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Robert K. Hynes
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated March 2, 2007.
