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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAWK CORPORATION
Delaware | 34-1608156 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
200 Public Square, Suite 1500, Cleveland, Ohio 44114
Hawk Corporation 401(k) Retirement Plan
Ronald E. Weinberg | Copy to: | |
Chairman of the Board, President | Marc C. Krantz, Esq. | |
and Chief Executive Officer | Kohrman Jackson & Krantz P.L.L. | |
Hawk Corporation | One Cleveland Center, 20th Floor | |
200 Public Square, Suite 1500 | 1375 East 9th Street | |
Cleveland, Ohio 44114 | Cleveland, Ohio 44114 | |
216-861-3553 | 216-696-8700 | |
(Name, address and telephone number | ||
of agent for service) |
EXPLANATORY NOTE | ||||||||
PART II | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX |
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Form S-8 (File No. 333-68583) is being filed as a result of the consolidation into the Hawk Corporation 401(k) Retirement Plan of (i) the Friction Products Co. Profit Sharing Plan, Hawk Corporation 401(k) Savings and Retirement Plan, S.K. Wellman Retirement Savings and Profit Sharing Plan, Hawk Motors Employees’ 401(k) Plan, Quarter Master Industries, Inc. Profit Sharing Plan and Trust and Sinterloy Corporation 401(k) Plan, effective January 1, 2004, and (ii) the Helsel Employees’ Saving and Investment Plan and the Helsel, Inc. Employees’ Retirement Plan, effective April 1, 2004.
PART II
Item 8. Exhibits.
4.1 | Second Amended and Restated Certificate of Incorporation of the Company* | |||||
4.2 | Amended and Restated Bylaws of the Company* | |||||
23.1 | Consent of Ernst & Young LLP* | |||||
24.1 | Reference is made to the Signatures section of this Post-Effective Amendment No. 2 to the Registration Statement for the Power of Attorney contained therein. |
* | Previously filed or incorporated by reference on the Registration Statement on Form S-8 (File No. 333-68583), as filed by the Registrant with the Securities and Exchange Commission on December 9, 1998. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cleveland, state of Ohio, on June 23, 2004.
HAWK CORPORATION | ||||
By: | Ronald E. Weinberg* | |||
Ronald E. Weinberg Chairman, | ||||
President and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that Joseph J. Levanduski and Andrew T. Berlin, whose signatures appear below, hereby constitute and appoint Ronald E. Weinberg, and Byron S. Krantz their true and lawful attorneys-in-fact, each acting alone, with full powers of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any or all amendments, including any post-effective amendments, to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Name | Title | Date | ||
Ronald E. Weinberg* | Chairman of the Board, | |||
Ronald E. Weinberg | President, Chief Executive Officer and Director (principal executive officer) | June 23, 2004 | ||
Norman C. Harbert* | Senior Chairman of the Board, | |||
Norman C. Harbert | Founder and Director | June 23, 2004 | ||
/s/ Joseph J. Levanduski | Chief Financial Officer | |||
Joseph J. Levanduski | (principal financial and accounting officer) | June 23, 2004 | ||
/s/ Byron S. Krantz | ||||
Byron S. Krantz | Secretary and Director | June 23, 2004 | ||
/s/ Andrew T. Berlin | ||||
Andrew T. Berlin | Director | June 23, 2004 | ||
Paul R. Bishop* | ||||
Paul R. Bishop | Director | June 23, 2004 |
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Jack Kemp* | ||||
Jack Kemp | Director | June 23, 2004 | ||
Dan T. Moore, III* | ||||
Dan T. Moore, III | Director | June 23, 2004 |
*By: | /s/ Byron S. Krantz | June 23, 2004 | ||
Byron S. Krantz | ||||
Attorney-in-fact |
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EXHIBIT INDEX
4.1 | Second Amended and Restated Certificate of Incorporation of the Company* | |||||
4.2 | Amended and Restated Bylaws of the Company* | |||||
23.1 | Consent of Ernst & Young LLP* | |||||
24.1 | Reference is made to the Signatures section of this Post-Effective Amendment No. 2 to the Registration Statement for the Power of Attorney contained therein |
* | Previously filed or incorporated by reference on the Registration Statement on Form S-8 (File No. 333-68583), as filed by the Registrant with the Securities and Exchange Commission on December 9, 1998. |