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): July 6, 2007
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WHX CORPORATION
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(Exact name of registrant as specified in its 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 15a-12 under the Exchange Act (17
CFR 240.15a-12)
/ / Pre-commencement communications pursuant to Rule 15d-2(b) under the
Exchange Act (17 CFR 240.15d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
BONUS AWARD
On July 6, 2007, the Compensation Committee of the Board of Directors of
WHX Corporation (the "Company") awarded a bonus in the amount of $225,000 to
Daniel Murphy, President of Handy and Harman ("H&H"), for 2006, bringing the
total amount of compensation paid to Mr. Murphy for fiscal year 2006 to
$710,949. Mr. Murphy's annual salary was also increased to $470,000 per annum,
effective as of February 1, 2007.
INCENTIVE ARRANGEMENTS
On July 6, 2007, the Compensation Committee of the Board of Directors of
the Company adopted incentive arrangements for each of Warren G. Lichtenstein,
the Chairman of the Board of Directors of the Company and the Managing Member of
Steel Partners, L.L.C., the general partner of Steel Partners II, L.P. (which
owns 50.3 % of the outstanding shares of common stock of the Company), and Glen
Kassan, the Chief Executive Officer of the Company and an operating partner of
Steel Partners, Ltd., an affiliate of Steel Partners II, L.P. These arrangements
provide, among other things, for each of Mr. Lichtenstein and Mr. Kassan to
receive a bonus equal to 100,000 multiplied by the difference of the fair market
value of the Company's stock price and $9.00. The bonus is payable upon the
sending of a notice by Mr. Lichtenstein or Mr. Kassan, respectively. The notice
can be sent with respect to one-half the bonus immediately, with respect to one
quarter, at any time after July 6, 2008 and with respect to the remainder, at
any time after July 6, 2009. The incentives terminate July 6, 2015, to the
extent not previously received.
2007 BONUS PLAN
On July 6, 2007, the Compensation Committee of the Board of Directors of
the Company formally adopted the 2007 Bonus Plan (the "Bonus Plan") to provide
incentives to officers and members of management of the Company and its
subsidiaries, including certain of the Company's executive officers, in the form
of cash bonus payments for achieving certain performance goals established for
them. Participants in the Bonus Plan who are executive officers of the Company
include the President of Handy & Harman, the Corporate Senior Vice President,
the General Counsel, and the Corporate Chief Financial Officer.
The Bonus Plan includes two components. The first component is a Short
Term Incentive Plan ("STIP"), and the second component is a Long Term Incentive
Plan ("LTIP"). The structure of the Bonus Plan is designed to provide short-term
incentives to participants for achieving annual targets, while also motivating
and rewarding eligible participants for achieving longer term growth goals.
SHORT TERM INCENTIVE PLAN. The Compensation Committee has established two
components for the STIP, a return on invested capital ("ROIC") based component
and a component based on the achievement of pre-determined individual
objectives. Based on the determination of the objectives under the two
components, the maximum percentage of base salary that may be earned by the
participants ranges from 40% to 80%. STIP bonuses earned will be paid annually.
No STIP bonus will be paid if either component is below a predetermined
threshold.
LONG TERM INCENTIVE PLAN. The LTIP component of the Bonus Plan is based on
a combination of the achievement of certain sales targets and ROIC targets over
the three fiscal years beginning in 2007. Based on the determination of these
objectives, the maximum percentage of base salary that may be earned by the
participants ranges from 10% to 20%. LTIP bonuses earned will be paid following
the conclusion of the 2009 fiscal year. A bonus payout under the LTIP will not
occur if either the ROIC or sales component is below 80% of the respective
target.
Under the Bonus Plan, the total maximum percentage of base salary that may
be earned by the President of Handy & Harman is 100% and the total maximum
percentage of base salary that may be earned by the Senior Vice President,
General Counsel and Chief Financial Officer of the Company is 75%.
GRANT OF OPTIONS
On July 6, 2007, options were granted pursuant to WHX Corporation's 2007
Incentive Stock Plan as follows: (i) 100,000 options were granted to Daniel
Murphy, President of Handy & Harman, (ii) 50,000 options were granted to James
McCabe, the Company's Senior Vice President, (iii) 25,000 options were granted
to Ellen Harmon, the Company's Vice President and General Counsel and (iv)
25,000 options were granted to Robert Hynes, the Company's Chief Financial
Officer. The options are exercisable in installments as follows: half of the
options granted are exercisable immediately, one-quarter of the options granted
become exercisable on July 6, 2008 and the balance become exercisable on July 6,
2009. The options will expire on July 6, 2015.
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: July 12, 2007 By: /s/ Robert Hynes
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Name: Robert Hynes
Title: Chief Financial Officer
