As filed with the Securities and Exchange Commission on December 22, 1995
Registration No. 33-80803
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HANDY & HARMAN
(Exact name of registrant as specified in its charter)
New York
(State of incorporation)
13-5129420
(I.R.S. employer identification no.)
555 Theodore Fremd Avenue
Rye, New York 10580
(Address of principal executive offices) (Zip code)
Handy & Harman
1995 Omnibus Stock Incentive Plan
(Full title of the plan)
Paul E. Dixon, Esq.
555 Theodore Fremd Avenue
Rye, New York 10580
(914) 921-5200
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Milton G. Strom, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee
Registered Per Share (1) Offering
Price
Common Stock,
par value 1,000,000(3) $15.3125 $15,312,500 $5,281
$1.00 per
share
(including
the
associated
Common Stock
Purchase
Rights)(2)
(1) In accordance with Rules 457 (c) and (h) under the
Securities Act of 1933, as amended (the "Securities
Act"), solely for the purpose of calculating the
registration fee, the maximum offering price per
share is based on the average of the high and low
sale prices for a share of Common Stock on the
Composite Tape for the New York Stock Exchange on
December 18, 1995.
(2) Prior to the occurrence of certain events, the
Common Stock Purchase Rights will not be
evidenced separately from the Common Stock.
(3) Pursuant to Rule 416, this Registration Statement
also covers such indeterminable number of
additional shares of Common Stock as may be
issuable pursuant to the antidilution provisions
of the Handy & Harman 1995 Omnibus Stock
Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the registrant, Handy &
Harman, a New York corporation (the "Company"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference in this registration statement.
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(2) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and September 30,
1995;
(3) The description of the common stock, par value $1.00
per share, of the Company (the "Common Stock") contained under
the caption "Description of Common Stock" in the Post Effective
Amendment No. 1 to Registration Statement No. 2-78264 on Form S-8
filed under the Securities Act on September 18, 1987, including
any amendment thereto subsequently filed; and
(4) The description of the Common Stock Purchase Rights of
the Company contained in the Company's Registration Statement on
Form 8-A dated February 3, 1989, filed pursuant to Section 12(b)
of the Exchange Act, including any amendment or report filed for
the purpose of updating such information.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock and the
associated Common Stock Purchase Rights to be issued in
connection with this Registration Statement will be passed upon
by Paul E. Dixon, Vice President, General Counsel and Secretary
of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Set forth below is a description of certain provisions of
the New York Business Corporation Law (the "B.C.L."), as well as
the Certificate of Incorporation and the By-Laws of the Company,
as such provisions relate to the indemnification of the directors
and officers of the Company. This description is intended only
as a summary and is qualified in its entirety by reference to the
B.C.L. and the Certificate of Incorporation and the By-Laws of
the Company which are incorporated herein by reference.
The Company is a New York corporation. Section 402(b) of
the B.C.L. permits a corporation in its certificate of
incorporation to eliminate or limit the personal liability of
directors to the corporation or its shareholders for damages for
any breach of duty in such capacity, except for liability of any
director if a judgment or other final adjudication adverse to
such director establishes that such director's acts or omissions
were in bad faith or involved intentional misconduct or a knowing
violation of law or that such director personally gained in fact
a financial profit or other advantage to which such director was
not legally entitled or that such director's acts violated
Section 719 of the B.C.L. (Liability of Directors in Certain
Cases).
Section 722 of the B.C.L. also permits a corporation to
indemnify its officers and directors for certain actions taken by
them in such capacity, provided they meet certain specified
applicable standards of conduct. Additionally, as authorized by
Section 726 of the B.C.L., the Company has purchased a directors
and officers liability insurance policy providing coverage for
directors and officers for certain claims against them.
Furthermore, Article Seventh of the Company's Restated
Certificate of Incorporation eliminates the liability of
directors to the extent permitted by Section 402(b) of the B.C.L.
In addition, Article IX of the By-Laws of the Company requires
indemnification by the Company of officers and directors to the
extent permitted by the B.C.L.
The Company's 1995 Omnibus Stock Incentive Plan (the "Plan")
provides that all members of the committee administering the Plan
will be indemnified against any liabilities, damages, costs and
expenses (including attorney's fees and amounts paid in
settlement of a claim approved by the Company), occasioned by
such member's occupying or having occupied a position on such
committee or otherwise in connection with the administration of
the Plan unless such director acted in bad faith and without
reasonable belief that it was in the best interests of the
Company.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of the Company
(filed as Exhibit 3(a) to the Company's 1989 Annual
Report on Form 10-K (File Number 1-5365) and
incorporated herein by reference).
3.2 The By-Laws of the Company (filed as Exhibit 3(b) to
the Company's 1990 Annual Report on Form 10-K (File
Number 1-5365) and incorporated herein by reference).
4.1 1995 Omnibus Stock Incentive Plan.
4.2 Form of stock option agreement relating to options
granted under the 1995 Omnibus Stock Incentive Plan.
4.3 Rights Agreement, dated January 26, 1989, between Handy
& Harman and Morgan Shareholder Services Trust Company,
as Rights Agent (now named First Chicago Trust Company
of New York) (filed as Exhibit 4 to the Company's
Current Report on Form 8-K, dated February 3, 1989 and
incorporated herein by reference).
5 Opinion of Paul E. Dixon, General Counsel of the
Company, regarding the legality of the securities being
registered.
23.1 Consent of KPMG Peat Marwick LLP, independent
certified public accountants.
23.2 Consent of Paul E. Dixon, Esq. (contained in the
opinion filed as Exhibit 5 hereto).
24.1 Powers of Attorney (included on the signature page of
this registration statement).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act, (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on this 22 day of December, 1995.
HANDY & HARMAN
(Registrant)
By: /s/ Richard N. Daniel
___________________________
Richard N. Daniel
Chairman to the Board of
Directors and Chief Executive
Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints
Paul E. Dixon as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such
person and in his name, place and stead, in any and all
capacities, to sign any and all amendments or supplements to this
Registration Statement on Form S-8, including any and all
post-effective amendments to the Registration Statement and to
sign any and all additional registration statements relating to
the same offering of securities as the Registration Statement
that are filed pursuant to Rule 462(b) of the Securities Act and
to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each
of said attorney-in-fact or substitute for such attorney-in-fact,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Richard N. Daniel Chairman of the December 22, 1995
______________________ Board of Directors
Richard N. Daniel and Chief
Executive Officer
(Principal
Executive Officer)
/s/ Frank E. Grzelecki President, Chief December 22, 1995
______________________ Operating Officer
Frank E. Grzelecki and Director
/s/ Dennis C. Kelly Controller December 22, 1995
______________________ (Principal
Dennis C. Kelly Accounting
Officer)
/s/ John M. McLoone Vice President, December 22, 1995
______________________ Financial Services
John M. McLoone (Principal
Financial Officer)
/s/ Clarence A. Abramson Director December 22, 1995
_______________________
Clarence A. Abramson
/s/ Robert E. Cornelia Director December 22, 1995
________________________
Robert E. Cornelia
/s/ Gerald G. Garbacz Director December 22, 1995
________________________
Gerald G. Garbacz
/s/ Gouverneur M. Nichols Director December 22, 1995
________________________
Gouverneur M.
Nichols
/s/ Hercules P. Sotos Director December 22, 1995
_________________________
Hercules P. Sotos
/s/ Dr. Elliot J. Sussman Director December 22, 1995
________________________
Dr. Elliot J. Sussman
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
3.1 Restated Certificate of Incorporation of the Company
(filed as Exhibit 3(a) to the Company's 1989 Annual
Report on Form 10-K (File Number 1-5365) and
incorporated herein by reference).
3.2 The By-Laws of the Company (filed as Exhibit 3(b) to
the Company's 1990 Annual Report on Form 10-K (File
Number 1-5365) and incorporated herein by reference).
4.1 1995 Omnibus Stock Incentive Plan.
4.2 Form of stock option agreement relating to options
granted under the 1995 Omnibus Stock Incentive Plan.
4.3 Rights Agreement, dated January 26, 1989, between Handy
& Harman and Morgan Shareholder Services Trust Company,
as Rights Agent (now named First Chicago Trust Company
of New York) (filed as Exhibit 4 to the Company's Current
Report on Form 8-K, dated February 3, 1989 and incorporated
herein by reference).
5 Opinion of Paul E. Dixon, General Counsel of the
Company, regarding the legality of the securities being
registered.
23.1 Consent of KPMG Peat Marwick LLP, independent
certified public accountants.
23.2 Consent of Paul E. Dixon, Esq. (contained in the
opinion filed as Exhibit 5 hereto).
24.1 Powers of Attorney (included on the signature page of
this registration statement).
EXHIBIT 4.1
HANDY & HARMAN 1995 OMNIBUS STOCK INCENTIVE PLAN
1. Establishment and Purpose.
There is hereby adopted the Handy & Harman 1995 Omnibus
Stock Incentive Plan (the "Plan"). The Plan shall be the
successor to the Handy & Harman Long-Term Incentive Stock Option
Plan (the "Predecessor Plan"). Upon adoption of the Plan by the
Board of Directors and approval of the Plan by stockholders of
Handy & Harman, no further awards shall be made under the
Predecessor Plan. If the Plan is not approved by the
stockholders of Handy & Harman, the Predecessor Plan shall remain
in full force and effect. This Plan is intended to promote the
interests of the Company and the stockholders of Handy & Harman
by providing officers and other employees of the Company
(including directors who are also employees of the Company) with
appropriate incentives and rewards to encourage them to enter
into and continue in the employ of the Company and to acquire a
proprietary interest in the long-term success of the Company.
2. Definitions.
As used in the Plan, the following definitions apply to the
terms indicated below:
(a) "Agreement" shall mean the written agreement between
Handy & Harman and a Participant evidencing an
Incentive Award.
(b) "Board of Directors" shall mean the Board of Directors
of Handy & Harman.
(c) "Cause," when used in connection with the termination
of a Participant's employment by the Company, shall
mean (i) the willful and continued failure by the
Participant substantially to perform his duties and
obligations to the Company (other than any such failure
resulting from his incapacity due to physical or mental
illness) or (ii) the willful engaging by the
Participant in misconduct which is materially injurious
to the Company. For purposes of this Section 2(c), no
act, or failure to act, on a Participant's part shall
be considered "willful" unless done, or omitted to be
done, by the Participant in bad faith and without
reasonable belief that his action or omission was in
the best interest of the Company. The Committee shall
determine whether a termination of employment is for
Cause.
(d) "Change in Control" shall mean any of the following
occurrences:
(i) any "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than the
Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the
Company or any corporation owned, directly or
indirectly, by the stockholders of Handy & Harman in
substantially the same proportions as their ownership
of stock of Handy & Harman), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of
Handy & Harman representing 25% or more of the combined
voting power of Handy & Harman's then outstanding
securities;
(ii) during any period of not more than two
consecutive years (not including any period prior to
the adoption of the Plan), individuals who at the
beginning of such period constitute the Board of
Directors and any new director (other than a director
designated by a person who has entered into an
agreement with Handy & Harman to effect a transaction
described in clause (i), (iii) or (iv) of this Section)
whose election by the Board of Directors or nomination
for election by Handy & Harman's stockholders was
approved by a vote of at least two-thirds ( ) of the
directors then still in office who either were
directors at the beginning of the period or whose
election or nomination for election was previously so
approved, cease for any reason to constitute at least a
majority thereof;
(iii) the stockholders of Handy & Harman approve a
merger or consolidation of Handy & Harman with any
other corporation, other than (A) a merger or
consolidation which would result in the voting
securities of Handy & Harman outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) more than 70% of
the combined voting power of the voting securities of
Handy & Harman or such surviving entity outstanding
immediately after such merger or consolidation or (B) a
merger or consolidation effected to implement a
recapitalization of Handy & Harman (or similar
transaction) in which no "person" (as hereinabove
defined) acquires more than 50% of the combined voting
power of Handy & Harman's then outstanding securities;
or
(iv) the stockholders of Handy & Harman approve a plan
of complete liquidation of Handy & Harman or an
agreement for the sale or disposition by Handy & Harman
of all or substantially all of Handy & Harman's assets.
(e) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(f) "Committee" shall mean the Compensation Committee of
the Board of Directors. The Committee shall consist of
two or more persons each of whom is an "outside
director" within the meaning of Section 162(m) of the
Code and a "disinterested person" within the meaning of
Rule 16b-3 under the Exchange Act.
(g) "Company" shall mean, collectively, Handy & Harman and
each of its subsidiaries now held or hereinafter
acquired.
(h) "Company Stock" shall mean the common stock of Handy &
Harman, par value $1.00 per share.
(i) "Disability" shall mean: (1) any physical or mental
condition that would qualify a Participant for a
disability benefit under the long-term disability plan
maintained by the Company and applicable to him; or (2)
when used in connection with the exercise of an
Incentive Stock Option following termination of
employment, disability within the meaning of Section
22(e)(3) of the Code.
(j) "Effective Date" shall mean the date upon which this
Plan is adopted by the Board of Directors.
(k) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.
(l) "Executive Officer" shall have the meaning set forth in
Rule 3b-7 promulgated under the Exchange Act.
(m) The "Fair Market Value" of a share of Company Stock, as
of a date of determination, shall mean (i) the closing
sales price per share of Company Stock on the national
securities exchange on which such stock is principally
traded for the last preceding date on which there was a
sale of such stock on such exchange, or (ii) if the
shares of Company Stock are not listed or admitted to
trading on any such exchange, the closing price as
reported by the Nasdaq Stock Market for the last
preceding date on which there was a sale of such stock
on such exchange, or (iii) if the shares of Company
Stock are not then listed on the Nasdaq Stock Market,
the average of the highest reported bid and lowest
reported asked prices for the shares of Company Stock
as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System for the last
preceding date on which there was a sale of such stock
in such market, or (iv) if the shares of Company Stock
are not then listed on a national securities exchange
or traded in an over-the-counter market or the value of
such shares not otherwise determinable, such value as
determined by the Committee in good faith.
(n) "Handy & Harman" shall mean Handy & Harman, a New York
corporation.
(o) "Incentive Award" shall mean an Option, Tandem SAR,
Stand-Alone SAR, Restricted Stock grant, Phantom Stock
grant or Stock Bonus granted pursuant to the terms of
the Plan.
(p) "Incentive Stock Option" shall mean an Option that is
an "incentive stock option" within the meaning of
Section 422 of the Code.
(q) "Issue Date" shall mean the date established by Handy &
Harman on which certificates representing shares of
Restricted Stock shall be issued by Handy & Harman
pursuant to the terms of Section 10(e).
(r) "Non-Qualified Stock Option" shall mean an Option that
is not an Incentive Stock Option.
(s) "Option" shall mean an option to purchase shares of
Company Stock granted pursuant to Section 7.
(t) "Participant" shall mean an employee of the Company to
whom an Incentive Award is granted pursuant to the
Plan, and, upon his death, his successors, heirs,
executors and administrators, as the case may be.
(u) "Phantom Stock" shall mean the right, granted pursuant
to Section 11, to receive in cash the Fair Market Value
of a share of Company Stock.
(v) "Plan" shall mean this Handy & Harman 1995 Omnibus
Stock Incentive Plan, as amended from time to time.
(w) "Predecessor Plan" shall mean the Handy & Harman Long-
Term Incentive Stock Option Plan.
(x) "Restricted Stock" shall mean a share of Company Stock
which is granted pursuant to the terms of Section 10
hereof and which is subject to the restrictions set
forth in Section 10(c).
(y) "Rule 16b-3" shall mean the Rule 16b-3 promulgated
under the Exchange Act.
(z) "Section 162(m)" shall mean Section 162(m) of the Code
and the regulations promulgated thereunder.
(aa) "Securities Act" shall mean the Securities Act of 1933,
as amended from time to time.
(ab) "Stand-Alone SAR" shall mean a stock appreciation right
granted pursuant to Section 9 which is not related to
any Option.
(ac) "Stock Bonus" shall mean a bonus payable in shares of
Company Stock granted pursuant to Section 12.
(ad) "Subsidiary" shall mean a "subsidiary corporation"
within the meaning of Section 424(f) of the Code.
(ae) "Tandem SAR" shall mean a stock appreciation right
granted pursuant to Section 8 which is related to an
Option.
(af) "Vesting Date" shall mean the date established by the
Committee on which a share of Restricted Stock or
Phantom Stock may vest.
3. Stock subject to the Plan
(a) Shares Available for Awards
The maximum number of shares of Company Stock reserved
for issuance under the Plan shall be 1,000,000 shares
(subject to adjustment as provided herein). Such
shares may be authorized but unissued Company Stock or
authorized and issued Company Stock held in the Handy &
Harman's treasury or acquired by Handy & Harman for the
purposes of the Plan. The Committee may direct that
any stock certificate evidencing shares issued pursuant
to the Plan shall bear a legend setting forth such
restrictions on transferability as may apply to such
shares pursuant to the Plan.
The grant of a Tandem SAR shall not reduce the number
of shares of Company Stock with respect to which
Incentive Awards may be granted pursuant to the Plan.
Upon the exercise of any Incentive Award granted in
tandem with any other Incentive Awards, such related
Awards shall be cancelled to the extent of the number
of shares of Company Stock as to which the Incentive
Award is exercised and, notwithstanding the foregoing,
such number of shares shall no longer be available for
Incentive Awards under the Plan.
(b) Individual Limitation
The total number of shares of Company Stock subject to
Incentive Awards (including Incentive Awards payable in
cash but denominated as shares of Company Stock, i.e.,
Stand-Alone SARs and Phantom Stock), awarded to any
employee during any tax year of the Company, shall not
exceed 300,000 shares. Determinations under the
preceding sentence shall be made in a manner that is
consistent with Section 162(m).
(c) Adjustment for Change in Capitalization.
In the event that the Committee shall determine that
any dividend or other distribution (whether in the form
of cash, Company Stock, or other property),
recapitalization, Company Stock split, reverse Company
Stock split, reorganization, merger, consolidation,
spin-off, combination, repurchase, or share exchange,
or other similar corporate transaction or event,
affects the Company Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement
of the rights of Participants under the Plan, then the
Committee shall make such equitable changes or
adjustments as it deems necessary or appropriate to any
or all of (i) the number and kind of shares of Company
Stock which may thereafter be issued in connection with
Incentive Awards, (ii) the number and kind of shares of
Company Stock issued or issuable in respect of
outstanding Incentive Awards, and (iii) the exercise
price, grant price, or purchase price relating to any
Incentive Award; provided that, with respect to
Incentive Stock Options, such adjustment shall be made
in accordance with Section 424 of the Code.
(d) Re-use of Shares.
The following shares of Company Stock shall again
become available for Incentive Awards; any shares
subject to an Incentive Award that remain unissued upon
the cancellation, surrender, exchange or termination of
such award for any reason whatsoever; any shares of
Restricted Stock forfeited; and any shares in respect
of which a stock appreciation right is settled for
cash.
4. Administration of the Plan.
The Plan shall be administered by the Committee. The
Committee shall have the authority in its sole discretion,
subject to and not inconsistent with the express provisions of
the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically granted to it under the Plan
or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Incentive
Awards; to determine the persons to whom and the time or times at
which Incentive Awards shall be granted; to determine the type
and number of Incentive Awards to be granted, the number of
shares of Stock to which an Award may relate and the terms,
conditions, restrictions and performance criteria relating to any
Incentive Award; to determine whether, to what extent, and under
what circumstances an Incentive Award may be settled, cancelled,
forfeited, exchanged, or surrendered (provided that in no event
shall the foregoing be construed to permit the repricing of an
Option (whether by amendment, cancellation and regrant or
otherwise) to a lower exercise price); to make adjustments in the
performance goals in recognition of unusual or non-recurring
events affecting the Company or the financial statements of the
Company (to the extent in accordance with Section 162(m), if
applicable), or in response to changes in applicable laws,
regulations, or accounting principles; to construe and interpret
the Plan and any Incentive Award; to prescribe, amend and rescind
rules and regulations relating to the Plan; to determine the
terms and provisions of Agreements; and to make all other
determinations deemed necessary or advisable for the
administration of the Plan.
The Committee may, in its absolute discretion, without
amendment to the Plan, (i) accelerate the date on which any
Option or Stand-Alone SAR granted under the Plan becomes
exercisable, waive or amend the operation of Plan provisions
respecting exercise after termination of employment or otherwise
adjust any of the terms of such Option or Stand-Alone SAR, and
(ii) accelerate the Vesting Date or Issue Date, or waive any
condition imposed hereunder, with respect to any share of
Restricted Stock or Phantom Stock or otherwise adjust any of the
terms applicable to such share.
No member of the Committee shall be liable for any action,
omission or determination relating to the Plan, and the Company
shall indemnify and hold harmless each member of the Committee
and each other director or employee of the Company to whom any
duty or power relating to the administration or interpretation of
the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising
out of any action, omission or determination relating to the
Plan, unless, in either case, such action, omission determination
was taken or made by such member, director or employee in bad
faith and without reasonable belief that it was in the best
interests of the Company.
5. Eligibility.
The persons who shall be eligible to receive Incentive
Awards pursuant to the Plan shall be such employees of the
Company (including officers of the Company, whether or not they
are directors of Handy & Harman) as the Committee shall select
from time to time. Directors who are not employees or officers
of the Company shall not be eligible to receive Incentive Awards
under the Plan.
6. Awards Under the Plan; Agreement.
The Committee may grant Options, Tandem SARs, Stand-Alone
SARs, shares of Restricted Stock, shares of Phantom Stock and
Stock Bonuses, in such amounts and with such terms and conditions
as the Committee shall determine, subject to the provisions of
the Plan.
Each Incentive Award granted under the Plan (except an
unconditional Stock Bonus) shall be evidenced by an Agreement
which shall contain such provisions as the Committee may in its
sole discretion deem necessary or desirable. By accepting an
Incentive Award, a Participant thereby agrees that the award
shall be subject to all of the terms and provisions of the Plan
and the applicable Agreement.
7. Options.
(a) Identification of Options.
Each Option shall be clearly identified in the
applicable Agreement as either an Incentive Stock
Option or a Non-Qualified Stock Option.
(b) Exercise Price.
Each Agreement with respect to an Option shall set
forth the amount (the "option exercise price") payable
by the grantee to the Company upon exercise of the
Option. The option exercise price per share shall be
determined by the Committee but shall in no event be
less than the Fair Market Value of a share of Company
Stock on the date the Option is granted.
(c) Term and Exercise of Options.
(1) Unless the applicable Agreement provides
otherwise, an Option shall become cumulatively
exercisable as to 25 percent of the shares covered
thereby on each of the first, second, third and
fourth anniversaries of the date of grant. The
Committee shall determine the expiration date of
each Option; provided, however, that no Incentive
Stock Option shall be exercisable more than 10
years after the date of grant. Unless the
applicable Agreement provides otherwise, no Option
shall be exercisable prior to the first
anniversary of the date of grant.
(2) An Option may be exercised for all or any portion
of the shares as to which it is exercisable,
provided, that no partial exercise of an Option
shall be for an aggregate exercise price of less
than $1,000. The partial exercise of an Option
shall not cause the expiration, termination or
cancellation of the remaining portion thereof.
(3) An Option shall be exercised by delivering notice
to Handy & Harman's principal office, to the
attention of its Secretary, no less than one
business day in advance of the effective date of
the proposed exercise. Such notice shall be
accompanied by the applicable Agreement, shall
specify the number of shares of Company Stock with
respect to which the Option is being exercised and
the effective date of the proposed exercise and
shall be signed by the Participant or other person
then having the right to exercise the Option.
Such notice may be withdrawn at any time prior to
the close of business on the business day
immediately preceding the effective date of the
proposed exercise. Payment for shares of Company
Stock purchased upon the exercise of an Option
shall be made on the effective date of such
exercise by one or a combination of the following
means: (i) in cash, by certified check, bank
cashier's check or wire transfer; (ii) subject to
the approval of the Committee, in shares of
Company Stock owned by the Participant for at
least six months prior to the date of exercise and
valued at their Fair Market Value on the effective
date of such exercise; or (iii) subject to the
approval of the Committee, by such other provision
as the Committee may from time to time authorize.
Any payment in shares of Company Stock shall be
effected by the delivery of such shares to the
Secretary of Handy & Harman, duly endorsed in
blank or accompanied by stock powers duly executed
in blank, together with any other documents and
evidences as the Secretary of Handy & Harman shall
require.
(4) Certificates for shares of Company Stock purchased
upon the exercise of an Option shall be issued in
the name of the Participant or other person
entitled to receive such shares, and delivered to
the Participant or such other person as soon as
practicable following the effective date on which
the Option is exercised.
(d) Limitations on Incentive Stock Options.
(1) To the extent that the aggregate Fair Market Value
of shares of Company Stock with respect to which
Incentive Stock Options are exercisable for the
first time by a Participant during any calendar
year under the Plan and any other stock option
plan of the Company (or any Subsidiary) shall
exceed $100,000, or such higher value as may be
permitted under Section 422 of the Code, such
Options shall be treated as Non-Qualified Stock
Options. Such Fair Market Value shall be
determined as of the date on which each such
Incentive Stock Option is granted.
(2) No Incentive Stock Option may be granted to an
individual if, at the time of the proposed grant,
such individual owns stock possessing more than
ten percent of the total combined voting power of
all classes of stock of the Company or any
Subsidiary unless (i) the exercise price of such
Incentive Stock Option is at least 110 percent of
the Fair Market Value of a share of Company Stock
at the time such Incentive Stock Option is granted
and (ii) such Incentive Stock Option is not
exercisable after the expiration of five years
from the date such Incentive Stock Option is
granted.
(e) Effect of Termination of Employment.
(1) Unless the applicable Agreement provides
otherwise, in the event that the employment of a
Participant with the Company shall terminate for
any reason other than Cause, Disability or death
(i) Options granted to such Participant, to the
extent that they are exercisable at the time of
such termination, shall remain exercisable until
the date that is three months after such
termination, on which date they shall expire, and
(ii) Options granted to such Participant, to the
extent that they were not exercisable at the time
of such termination, shall expire at the close of
business on the date of such termination. The
three-month period described in this Section
7(e)(1) shall be extended to one year in the event
of the Participant's death during such three-month
period. Notwithstanding the foregoing, no Option
shall be exercisable after the expiration of its
term.
(2) Unless the applicable Agreement provides
otherwise, in the event that the employment of a
Participant with the Company shall terminate on
account of the Disability or death of the
Participant (i) Options granted to such
Participant, to the extent that they were
exercisable at the time of such termination, shall
remain exercisable until the first anniversary of
such termination, on which date they shall expire,
and (ii) Options granted to such Participant, to
the extent that they were not exercisable at the
time of such termination, shall expire at the
close of business on the date of such termination;
provided, however, that no Option shall be
exercisable after the expiration of its term.
(3) In the event of the termination of a Participant's
employment for Cause, all outstanding Options
granted to such Participant shall expire at the
commencement of business on the date of such
termination.
(f) Acceleration of Exercise Date Upon Change in Control.
Upon the occurrence of a Change in Control, each Option
granted under the Plan and outstanding at such time
shall become fully and immediately exercisable and
shall remain exercisable until its expiration,
termination or cancellation pursuant to the terms of
the Plan.
8. Tandem SARs.
The Committee may grant in connection with any Option
granted hereunder one or more Tandem SARs relating to a number of
shares of Company Stock less than or equal to the number of
shares of Company Stock subject to the related Option. A Tandem
SAR may be granted at the same time as, or, in the case of a Non-
Qualified Stock Option, subsequent to the time that, its related
Option is granted.
(a) Benefit Upon Exercise.
The exercise of a Tandem SAR with respect to any number
of shares of Company Stock shall entitle the
Participant to a cash payment, for each such share,
equal to the excess of (i) the Fair Market Value of a
share of Company Stock on the exercise date over (ii)
the option exercise price of the related Option. Such
payment shall be made as soon as practicable after the
effective date of such exercise.
(b) Term and Exercise of Tandem SAR.
(1) A Tandem SAR shall be exercisable only if and to
the extent that its related Option is exercisable.
(2) The exercise of a Tandem SAR with respect to a
number of shares of Company Stock shall cause the
immediate and automatic cancellation of its
related Option with respect to an equal number of
shares. The exercise of an Option, or the
cancellation, termination or expiration of an
Option (other than pursuant to this Section
8(b)(2)), with respect to a number of shares of
Company Stock shall cause the automatic and
immediate cancellation of any related Tandem SARs
to the extent that the number of shares of Company
Stock remaining subject to such Option is less
than the number of shares subject to such Tandem
SARs.
Such Tandem SARs shall be cancelled in the order
in which they become exercisable.
(3) A Tandem SAR may be exercised for all or any
portion of the shares as to which it is
exercisable; provided, that no partial exercise of
a Tandem SAR shall be for an aggregate exercise
price of less than $1,000. The partial exercise
of a Tandem SAR shall not cause the expiration,
termination or cancellation of the remaining
portion thereof.
(4) No Tandem SAR shall be assignable or transferable
otherwise than together with its related Option.
(5) A Tandem SAR shall be exercised by delivering
notice to Handy & Harman's principal office, to
the attention of its Secretary, no less than one
business day in advance of the effective date of
the proposed exercise. Such notice shall be
accompanied by the applicable Agreement, shall
specify the number of shares of Company Stock with
respect to which the Tandem SAR is being exercised
and the effective date of the proposed exercise
and shall be signed by the Participant or other
person then having the right to exercise the
Option to which the Tandem SAR is related. Such
notice may be withdrawn at any time prior to the
close of business on the business day immediately
preceding the effective date of the proposed
exercise.
9. Stand-Alone SARs.
(a) Exercise Price.
The exercise price per share of a Stand-Along SAR shall
be determined by the Committee at the time of grant,
but shall in no event be less than the Fair Market
Value of a share of Company Stock on the date of grant.
(b) Benefit Upon Exercise.
The exercise of a Stand-Alone SAR with respect to any
number of shares of Company Stock shall entitle the
Participant to a cash payment, for each such share,
equal to the excess of (i) the Fair Market Value of a
share of Company Stock on the exercise date over (ii)
the exercise price of the Stand-Alone SAR. Such
payments shall be made as soon as practicable.
(c) Term and Exercise of Stand-Alone SARs.
(1) Unless the applicable Agreement provides
otherwise, a Stand-Alone SAR shall become
cumulatively exercisable as to 25 percent of the
shares covered thereby on each of the first,
second, third and fourth anniversaries of the date
of grant. The Committee shall determine the
expiration date of each Stand-Alone SAR. Unless
the applicable Agreement provides otherwise, no
Stand-Alone SAR shall be exercisable prior to the
first anniversary of the date of grant.
(2) A Stand-Alone SAR may be exercised for all or any
portion of the shares as to which it is
exercisable; provided, that no partial exercise of
a Stand-Alone SAR shall be for an aggregate
exercise price of less than $1,000. The partial
exercise of a Stand-Alone SAR shall not cause the
expiration, termination or cancellation of the
remaining portion thereof.
(3) A Stand-Alone SAR shall be exercised by delivering
notice to Handy & Harman's principal office, to
the attention of its Secretary, no less than one
business day in advance of the effective date of
the proposed exercise. Such notice shall be
accompanied by the applicable Agreement, shall
specify the number of shares of Company Stock with
respect to which the Stand-Alone SAR is being
exercised, and the effective date of the proposed
exercise, and shall be signed by the Participant.
The Participant may withdraw such notice at
anytime prior to the close of business on the
business day immediately preceding the effective
date of the proposed exercise.
(d) Effect of Termination of Employment.
The provisions set forth in Section 7(e) with respect
to the exercise of Options following termination of
employment shall apply as well to such exercise of
Stand-Alone SARs.
(e) Acceleration of Exercise Date Upon Change in Control.
Upon the occurrence of a Change in Control, any Stand-
Alone SAR granted under the Plan and outstanding at
such time shall become fully and immediately
exercisable and shall remain exercisable until its
expiration, termination or cancellation pursuant to the
terms of the Plan.
10. Restricted Stock.
(a) Issue Date and Vesting Date.
At the time of the grant of shares of Restricted Stock,
the Committee shall establish an Issue Date or Issue
Dates and a Vesting Date or Vesting Dates with respect
to such shares. The Committee may divide such shares
into classes and assign a different Issue Date and/or
Vesting Date for each class. If the grantee is
employed by the Company on an Issue Date (which may be
the date of grant), the specified number of shares of
Restricted Stock shall be issued in accordance with the
provisions of Section 10(e). Provided that all
conditions to the vesting of a share of Restricted
Stock imposed pursuant to Section 10(b) are satisfied,
and except as provided in Section 10(g), upon the
occurrence of the Vesting Date with respect to a share
of Restricted Stock, such share shall vest and the
restrictions of Section 10(c) shall lapse.
(b) Conditions to Vesting.
At the time of the grant of shares of Restricted Stock,
the Committee may impose such restrictions or
conditions to the vesting of such shares as it, in its
absolute discretion, deems appropriate.
(c) Restrictions on Transfer Prior to Vesting.
Prior to the vesting of a share of Restricted Stock, no
transfer of a Participant's rights with respect to such
share, whether voluntary or involuntary, by operation
of law or otherwise, shall be permitted. Immediately
upon any attempt to transfer such rights, such share,
and all of the rights related thereto, shall be
forfeited by the Participant.
(d) Dividends on Restricted Stock.
The Committee in its discretion may require that any
dividends paid on shares of Restricted Stock shall be
held in escrow until all restrictions on such shares
have lapsed.
(e) Issuance of Certificates.
(1) Reasonably promptly after the Issue Date with
respect to shares of Restricted Stock, Handy &
Harman shall cause to be issued a stock
certificate, registered in the name of the
Participant to whom such shares were granted,
evidencing such shares; provided, that Handy &
Harman shall not cause such a stock certificate to
be issued unless it has received a stock power
duly endorsed in blank with respect to such
shares. Each such stock certificate shall bear
the following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND
THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE RESTRICTIONS, TERMS AND
CONDITIONS (INCLUDING FORFEITURE PROVISIONS
AND RESTRICTIONS AGAINST TRANSFER) CONTAINED
IN THE HANDY & HARMAN OMNIBUS STOCK INCENTIVE
PLAN AND AN AGREEMENT ENTERED INTO BETWEEN
THE REGISTERED OWNER OF SUCH SHARES AND HANDY
& HARMAN. A COPY OF THE PLAN AND AGREEMENT
IS ON FILE IN THE OFFICE OF THE SECRETARY OF
HANDY & HARMAN, 250 PARK AVENUE, NEW YORK,
NEW YORK 10177.
Such legend shall not be removed until such shares vest
pursuant to the terms hereof.
(2) Each certificate issued pursuant to this Section
10(e), together with the stock powers relating to
the shares of Restricted Stock evidenced by such
certificate, shall be held by Handy & Harman
unless the Committee determines otherwise.
(f) Consequences of Vesting.
Upon the vesting of a share of Restricted Stock
pursuant to the terms hereof, the restrictions of
Section 10(c) shall lapse. Reasonably promptly after a
share of Restricted Stock vests, Handy & Harman shall
cause to be delivered to the Participant to whom such
shares were granted, a certificate evidencing such
share, free of the legend set forth in Section 10(e).
(g) Effect of Termination of Employment.
(1) Subject to such other provision as the Committee
may set forth in the applicable Agreement, and to
the Committee's amendment authority pursuant to
Section 4, upon the termination of a Participant's
employment for any reason other than Cause, any
and all shares to which restrictions on
transferability apply shall be immediately
forfeited by the Participant and transferred to,
and reacquired by, Handy & Harman; provided that
if the Committee, in its sole discretion, shall
within thirty (30) days after such termination of
employment notify the Participant in writing of
its decision not to terminate the Participant's
rights in such shares, then the Participant shall
continue to be the owner of such shares subject to
such continuing restrictions as the Committee may
prescribe in such notice. In the event of a
forfeiture of shares pursuant to this section,
Handy & Harman shall repay to the Participant (or
the Participant's estate) any amount paid by the
Participant for such shares. In the event that
Handy & Harman requires a return of shares, it
shall also have the right to require the return of
all dividends paid on such shares, whether by
termination of any escrow arrangement under which
such dividends are held or otherwise.
(2) In the event of the termination of a Participant's
employment for Cause, all shares of Restricted
Stock granted to such Participant which have not
vested as of the date of such termination shall
immediately be returned to Handy & Harman,
together with any dividends paid on such shares,
in return for which Handy & Harman shall repay to
the Participant any amount paid by the Participant
for such shares.
(h) Effect of Change in Control.
Upon the occurrence of a Change in Control, all
outstanding shares of Restricted Stock which have not
theretofore vested shall immediately vest and all
restrictions on such shares shall immediately lapse.
(i) Special Provisions Regarding Awards.
Notwithstanding anything to the contrary contained
herein, Restricted Stock granted pursuant to this
Section 10 to Executive Officers shall be based on the
attainment by Handy & Harman or the Company (or a
Subsidiary or division of Handy & Harman if applicable)
of performance goals pre-established by the Committee,
based on one or more of the following criteria: (i) the
attainment of a specified percentage return on total
stockholder equity of the Company; (ii) the attainment
of a specified percentage increase in earnings per
share of Company Stock; (iii) the attainment of a
specified percentage increase in net income of the
Company; and (iv) the attainment of a specified
percentage increase in profit before taxation of Handy
& Harman or the Company (or a Subsidiary or division of
Handy & Harman if applicable). Each such performance
criteria shall be evaluated in accordance with
generally accepted accounting principles. Such shares
of Restricted Stock shall be released from restrictions
only after the attainment of such performance measures
have been certified by the Committee.
11. Phantom Stock.
(a) Vesting Date.
At the time of the grant of shares of Phantom Stock,
the Committee shall establish a Vesting Date or Vesting
Dates with respect to such shares. The Committee may
divide such shares into classes and assign a different
Vesting Date for each class. Provided that all
conditions to the vesting of a share of Phantom Stock
imposed pursuant to Section 11(c) are satisfied, and
except as provided in Section 11(d), upon the
occurrence of the Vesting Date with respect to a share
of Phantom Stock, such share shall vest.
(b) Benefit Upon Vesting.
Upon the vesting of a share of Phantom Stock, the
Participant shall be entitled to receive in cash,
within 30 days of the date on which such share vests,
an amount equal to the sum of (i) the Fair Market Value
of a share of Company Stock on the date on which such
share of Phantom Stock vests and (ii) the aggregate
amount of cash dividends paid with respect to a share
of Company Stock during the period commencing on the
date on which the share of Phantom Stock was granted
and terminating on the date on which such share vests.
(c) Conditions to Vesting.
At the time of the grant of shares of Phantom Stock,
the Committee may impose such restrictions or
conditions to the vesting of such shares as it, in its
absolute discretion, deems appropriate.
(d) Effect of Termination of Employment.
(1) Subject to such other provision as the Committee
may set forth in the applicable Agreement, and to
the Committee's amendment authority pursuant to
Section 4, shares of Phantom Stock that have not
vested, together with any dividends credited on
such shares, shall be forfeited upon the
Participant's termination of employment for any
reason other than Cause.
(2) In the event of the termination of a Participant's
employment for Cause, all shares of Phantom Stock
granted to such Participant which have not vested
as of the date of such termination shall
immediately be forfeited, together with any
dividends credited on such shares.
(e) Effect of Change in Control.
Upon the occurrence of a Change in Control, all
outstanding shares of Phantom Stock which have not
theretofore vested shall immediately vest.
(f) Special Provisions Regarding Awards.
Notwithstanding anything to the contrary contained
herein, Phantom Stock granted pursuant to this Section
11 to Executive Officers shall be based on the
attainment by Handy & Harman or the Company (or a
Subsidiary or division of Handy & Harman if applicable)
of performance goals pre-established by the Committee,
based on one or more of the following criteria: (i) the
attainment of a specified percentage return on total
stockholder equity of the Company; (ii) the attainment
of a specified percentage increase in earnings per
share of Company Stock from continuing operations;
(iii) the attainment of a specified percentage increase
in net income of the Company; and (iv) the attainment
of a specified percentage increase in profit before
taxation of Handy & Harman or the Company (or a
Subsidiary or division of Handy & Harman if
applicable). Each such performance criteria shall be
evaluated in accordance with generally accepted
accounting principles. No cash payment in respect of
any Phantom Stock award will be paid to an Executive
Officer until the attainment of the respective
performance measures have been certified by the
Committee.
12. Stock Bonuses.
In the event that the Committee grants a Stock Bonus, a
certificate for the shares of Company Stock comprising such Stock
Bonus shall be issued in the name of the Participant to whom such
grant was made and delivered to such Participant as soon as
practicable after the date on which such Stock Bonus is payable.
Executive Officers shall be eligible to receive Stock Bonus
grants hereunder only after a determination of eligibility is
made by the Committee, in its sole discretion.
13. Rights as a Stockholder.
No person shall have any rights as a stockholder with
respect to any shares of Company Stock covered by or relating to
any Incentive Award until the date of issuance of a stock
certificate with respect to such shares. Except as otherwise
expressly provided in Section 3(c), no adjustment to any
Incentive Award shall be made for dividends or other rights for
which the record date occurs prior to the date such stock
certificate is issued.
14. No Special Employment Rights; No Right to Incentive Award.
Nothing contained in the Plan or any Agreement shall confer
upon any Participant any right with respect to the continuation
of employment by the Company or interfere in any way with the
right of the Company, subject to the terms of any separate
employment agreement to the contrary, at any time to terminate
such employment or to increase or decrease the compensation of
the Participant.
No person shall have any claim or right to receive an
Incentive Award hereunder. The Committee's granting of an
Incentive Award to a participant at any time shall neither
require the Committee to grant any other Incentive Award to such
Participant or other person at any time or preclude the Committee
from making subsequent grants to such Participant or any other
person.
15. Securities Matters.
(a) Handy & Harman shall be under no obligation to effect
the registration pursuant to the Securities Act of any
interests in the Plan or any shares of Company Stock to
be issued hereunder or to effect similar compliance
under any state laws. Notwithstanding anything herein
to the contrary, Handy & Harman shall not be obligated
to cause to be issued or delivered any certificates
evidencing shares of Company Stock pursuant to the Plan
unless and until Handy & Harman is advised by its
counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws,
regulations of governmental authority and the
requirements of any securities exchange on which shares
of Company Stock are traded. The Committee may
require, as a condition of the issuance and delivery of
certificates evidencing shares of Company Stock
pursuant to the terms hereof, that the recipient of
such shares make such covenants, agreements and
representations, and that such certificates bear such
legends, as the Committee, in its sole discretion,
deems necessary or desirable.
(b) The transfer of any shares of Company Stock hereunder
shall be effective only at such time as counsel to
Handy & Harman shall have determined that the issuance
and delivery of such shares is in compliance with all
applicable laws, regulations of governmental authority
and the requirements of any securities exchange on
which shares of Company Stock are traded. The
Committee may, in its sole discretion, defer the
effectiveness of any transfer of shares of Company
Stock hereunder in order to allow the issuance of such
shares to be made pursuant to registration or an
exemption from registration or other methods for
compliance available under federal or state securities
laws. The Committee shall inform the Participant in
writing of its decision to defer the effectiveness of a
transfer. During the period of such deferral in
connection with the exercise of an Option, the
Participant may, by written notice, withdraw such
exercise and obtain the refund of any amount paid with
respect thereto.
16. Withholding Taxes.
Whenever cash is to be paid pursuant to an Incentive Award,
the Company shall have the right to deduct therefrom an amount
sufficient to satisfy any federal, state and local withholding
tax requirements related thereto.
Whenever shares of Company Stock are to be delivered
pursuant to an Incentive Award, the Company shall have the right
to require the Participant to remit to the Company in cash an
amount sufficient to satisfy any federal, state and local
withholding tax requirements related thereto. With the approval
of the Committee, a Participant may satisfy the foregoing
requirement by electing to have the Company withhold from
delivery shares of Company Stock having a value equal to the
amount of tax to be withheld. Such shares shall be valued at
their Fair Market Value on the date of which the amount of tax to
be withheld is determined (the "Tax Date"). Fractional share
amounts shall be settled in cash. Such a withholding election
may be made with respect to all or any portion of the shares to
be delivered pursuant to an Incentive Award.
17. Notification of Election Under Section 83(b) of the Code.
If any Participant shall, in connection with the acquisition
of shares of Company Stock under the Plan, make the election
permitted under Section 83(b) of the Code (i.e., an election to
include in gross income in the year of transfer the amounts
specified in Section 83(b)), such Participant shall notify the
Company of such election within 10 days of filing notice of the
election with the Internal Revenue Service, in addition to any
filing and a notification required pursuant to regulation issued
under the authority of Code Section 83(b).
18. Notification Upon Disqualifying Disposition Under Section
421(b) of the Code.
Each Agreement with respect to an Incentive Stock Option
shall require the Participant to notify the Company of any
disposition of shares of Company Stock issued pursuant to the
exercise of such Option under the circumstances described in
Section 421(b) of the Code (relating to certain disqualifying
dispositions), within 10 days of such disposition.
19. Amendment or Termination of the Plan.
The Board of Directors may, at any time, suspend or
terminate the Plan or revise or amend it in any respect
whatsoever; provided, however, that stockholder approval shall be
required if and to the extent required by Rule 16b-3 or by any
comparable or successor exemption under which the Board of
Directors believes it is appropriate for the Plan to qualify, or
if and to the extent the Board of Directors determines that such
approval is appropriate for purposes of satisfying Section 162(m)
or 422 of the Code. Incentive Awards may be granted under the
Plan prior to the receipt of such stockholder approval but each
such grant shall be subject in its entirety to such approval and
no award may be exercised, vested or otherwise satisfied prior to
the receipt of such approval. Nothing herein shall restrict the
Committee's ability to exercise its discretionary authority
pursuant to Section 4, which discretion may be exercised without
amendment to the Plan. No action hereunder may, without the
consent of a Participant, reduce the Participant's rights under
any outstanding Incentive Award.
20. Transfers Upon Death; Nonassignability.
Upon the death of a Participant, outstanding Incentive
Awards granted to such Participant may be exercised only by the
executor or administrator of the Participant's estate or by a
person who shall have acquired the right to such exercise by will
or by the laws of descent and distribution. No transfer of an
Incentive Award by will or the laws of descent and distribution
shall be effective to bind the Company unless the Committee shall
have been furnished with (a) written notice thereof and with a
copy of the will and/or such evidence as the Committee may deem
necessary to establish the validity of the transfer and (b) an
agreement by the transferee to comply with all the terms and
conditions of the Incentive Award that are or would have been
applicable to the Participant and to be bound by the
acknowledgements made by the Participant in connection with the
grant of the Incentive Award.
During a Participant's lifetime, the Committee may permit
the transfer, assignment or other encumbrance of an outstanding
Option or outstanding shares of Restricted Stock unless (y) such
Option is an Incentive Stock Option and the Committee and the
Participant intend that it shall retain such status, or (z) the
award is meant to qualify for the exemptions available under Rule
16b-3, nontransferability is necessary under Rule 16b-3 in order
for the award to so qualify and the Committee and the Participant
intend that it shall continue to so qualify. Notwithstanding the
foregoing, subject to any conditions as the Committee may
prescribe, a Participant may, upon providing written notice to
the Secretary of Handy & Harman, elect to transfer any or all
Options granted to such Participant pursuant to the Plan to
members of his or her immediate family, including, but not
limited to, children, grandchildren and spouse or to trusts for
the benefit of such immediate family members or to partnerships
in which such family members are the only partners; provided,
however, that no such transfer by any Participant may be made in
exchange for consideration.
21. Expenses and Receipts.
The expenses of the Plan shall be paid by the Company. Any
proceeds received by the Company in connection with any Incentive
Award will be used for general corporate purposes.
22. Failure to Comply.
In addition to the remedies of the Company elsewhere
provided for herein, failure by a Participant (or beneficiary) to
comply with any of the terms and conditions of the Plan or the
applicable Agreement, unless such failure is remedied by such
Participant (or beneficiary) within ten days after notice of such
failure by the Committee, shall be grounds for the cancellation
and forfeiture of such Incentive Award, in whole or in part, as
the Committee, in its absolute discretion, may determine.
23. Effective Date and Term of Plan.
The Plan became effective on the Effective Date, but the
Plan (and any grants of Incentive Awards made prior to
stockholder approval of the Plan) shall be subject to the
requisite approval of the stockholders of Handy & Harman. In the
absence of such approval, such Incentive Awards shall be null and
void. Unless earlier terminated by the Board of Directors, the
right to grant Incentive Awards under the Plan will terminate on
the tenth anniversary of the Effective Date. Incentive Awards
outstanding at Plan termination will remain in effect according
to their terms and the provisions of the Plan.
24. Applicable Law.
Except to the extent preempted by any applicable federal
law, the Plan will be construed and administered in accordance
with the laws of the State of New York, without reference to the
principles of conflicts of law.
25. Participant Rights.
No Participant shall have any claim to be granted any award
under the Plan, and there is no obligation for uniformity of
treatment for Participants. Except as provided specifically
herein, a Participant or a transferee of an Incentive Award shall
have no rights as a stockholder with respect to any shares
covered by any award until the date of the issuance of a Company
Stock certificate to him for such shares.
26. Unfunded Status of Awards.
The Plan is intended to constitute an "unfunded" plan for
incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Incentive
Award, nothing contained in the Plan or any Agreement shall give
any such Participant any rights that are greater than those of a
general creditor of the Company.
27. No Fractional Shares.
No fractional shares of Company Stock shall be issued or
delivered pursuant to the Plan. The Committee shall determine
whether cash, other Incentive Awards, or other property shall be
issued or paid in lieu of such fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.
28. Beneficiary.
A Participant may file with the Committee a written
designation of a beneficiary on such form as may be prescribed by
the Committee and may, from time to time, amend or revoke such
designation. If no designated beneficiary survives the
Participant, the executor or administrator of the Participant's
estate shall be deemed to be the grantee's beneficiary.
29. Interpretation.
The Plan is designed and intended to comply with Rule 16b-3
promulgated under the Exchange Act and, with Section 162(m) of
the Code, and all provisions hereof shall be construed in a
manner to so comply.
EXHIBIT 4.2
HANDY & HARMAN
Non-Qualified Stock Option Agreement
AGREEMENT made on ,199 , by and between
Handy & Harman, a New York corporation (the "Company") and
the "Participant").
WHEREAS, the Company has adopted the 1995 Omnibus Stock
Incentive Plan (the "Plan"); and
WHEREAS, the Company desires to grant to the
Participant an option under the Plan to acquire an aggregate of
shares of the Company's common stock, par value $1.00 per
share (the "Common Stock"), on the terms set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. The Company hereby grants to the Participant an
option to acquire shares of Common Stock on the terms and
conditions provided herein.
2. This option shall constitute a non-qualified stock
option which does not qualify under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
3. The purchase price of the shares of Common Stock
subject to this option shall be $ per share (the "option
exercise price").
4. Unless this option is previously terminated
pursuant to the Plan or this Agreement, the term of this option
and of this Agreement shall commence on , 199 (the
"Date of Grant") and terminate upon the expiration of ten years
after the Date of Grant. Upon the termination of this option,
all rights of the Participant hereunder shall cease.
5. Subject to the applicable provisions of the Plan,
the option will become vested and exercisable with respect to a
percentage of the number of shares covered thereby as follows:
After the first anniversary date: 25%
After the second anniversary date: 25%
After the third anniversary date: 25%
After the fourth anniversary date: 25%
provided, however, that if the Participant shall not have
exercised in any one year all the shares which he is entitled to
purchase in such year, he may purchase the shares not so pur
chased in any subsequent year during the term of this option.
6. Partial exercise of this option is permitted,
provided that no partial exercise of this option shall be for an
aggregate exercise option price of less than $l,000. The partial
exercise of this option shall not cause the expiration,
termination, or cancellation of the remaining portion thereof.
7. This option shall be fully exercisable from and
after the occurrence of a "Change in Control" (as such term is
defined in the Plan). Upon the occurrence of a Change in
Control, this option shall become fully and immediately
exercisable and shall remain exercisable until its expiration,
termination or cancellation pursuant to terms described herein.
8. Notwithstanding anything contained in Section 7(e)
of the Plan to the contrary, in the event that the employment of
the Participant with the Company shall terminate by reason of
retirement and such retirement is approved by the Committee (as
such term is defined in the Plan) in writing, the option shall
become fully vested and exercisable effective upon such
retirement and shall remain exercisable until the date which is
two years after such retirement; provided, that the option shall
not be exercisable after the expiration of its term.
9. In order to exercise any portion of this option,
the Participant (or the person or persons authorized to exercise
this option) shall (i) deliver to the Secretary of the Company
written notice, in a form satisfactory to the Committee, specify
ing the number of shares of Common Stock with respect to which
this option is being exercised, no less than one business day in
advance of the effective date of the proposed exercise, (ii)
specify the number of shares of Company Stock with respect to
which the option is being exercised, (iii) specify the effective
date of the proposed exercise, and (iv) sign and deliver this
Agreement to the Secretary, which shall endorse thereon a
notation of such exercise and return this Agreement to the
Participant.
l0. Any notice required or permitted under this
Agreement shall be deemed given when delivered personally, or
when deposited in a United States Post Office, postage prepaid,
ad dressed, as appropriate, to the Participant either at
or such other address as may be
designated in writing by the Participant to the Company, or to
the Company, Attention: Corporate Secretary, 555 Theodore Fremd
Avenue, Rye, New York 10580, or such other address as the Company
may designate in writing to the Participant.
11. This option is subject to the requirement that, if
at any time the Board of Directors of the Company shall deter
mine, in its discretion, that the listing, registration or
qualification of the shares issuable or transferable upon
exercise hereof upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or
in connection with, the issuance or transfer of shares hereunder,
this option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not accept
able to the Board of Directors of the Company.
12. The Plan authorizes the Committee to adopt rules
and regulations for carrying out the Plan. The interpretation
and decision with regard to any question arising under the Plan
made by such Committee shall be final and conclusive. This
option is granted subject to such rules, regulations,
interpretations and decisions as may hereafter be made or
adopted.
13. This option shall not be transferable by the
Participant other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder,
and may be exercised during his lifetime only by the Participant
or by his guardian or legal representative.
14. This Agreement shall be governed by and construed
according to the laws of the State of New York.
15. This Agreement may be amended or modified at any
time by an instrument in writing signed by the parties hereto.
16. This Agreement and option are subject in all
respects to the provisions of the Plan, which is incorporated by
reference herein and made a part hereof. Receipt of a copy of
the Plan is acknowledged by the Participant, who hereby accepts
the provisions thereof. If there is a conflict between the
provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan will govern. By signing this Agreement,
the Participant confirms that he has received a copy of the Plan
and has had an opportunity to review the contents thereof.
17. If any provision of this Agreement or the
application of any such provision to any party or circumstances
shall be determined by any court of competent jurisdiction to be
invalid and unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or
circumstances other than those to which it is so determined to be
invalid and unenforceable, shall not be affected thereby, and
each provision hereof shall be validated and shall be enforced to
the fullest extent permitted by law.
18. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement
to the extent necessary to the intended preservation of such
rights and obligations.
IN WITNESS WHEREOF, the Company has executed this
instrument as of the Date of Grant.
HANDY & HARMAN
By: ________________________
Its:
ACKNOWLEDGED AND ACCEPTED:
__________________________
EXHIBIT 5
December 22, 1995
Board of Directors
Handy & Harman
555 Theodore Fremd Avenue
Rye, New York 10580
Dear Sirs:
I am Vice President, General Counsel and Secretary of
Handy & Harman, a New York corporation (the "Company"),
and, as such, am familiar with the proceedings taken by
the Company in connection with the Registration Statement
on Form S-8 of the Company filed with the Securities and
Exchange Commission (the "Commission") on December 22,
1995 (the "Registration Statement") relating to the
reservation for issuance of common shares, par value
$1.00 per share (the "Common Shares"), of the Company,
and Common Stock Purchase Rights (the "Rights")
associated therewith (pursuant to the Rights Agreement,
dated January 26, 1989, between the Company and Morgan
Shareholder Services Trust Company, as Rights Agent (the
"Agreement")), under the Handy & Harman 1995 Omnibus
Stock Incentive Plan (the "Plan"). Stock options
("Options") with respect to an aggregate of 157,000
Common Shares have been granted under the Plan.
This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulations S-K under
the Securities Act of 1933, as amended (the "Act").
In connection with this opinion, I have examined and am
familiar with originals or copies certified or otherwise
identified to my satisfaction, of (i) the Plan; (ii) the
Restated Certificate of Incorporation and the By-Laws of
the Company, in each case as amended to the date hereof;
(iii) certain resolutions of the Board of Directors of
the Company relating to the adoption of the Plan and the
issuance of the Common Shares and the Rights thereunder;
(iv) the resolution by the shareholders of the Company
approving the Plan; (v) a specimen certificate evidencing
the Common Shares; (vi) the Agreement; and (vii) such
other documents as I have deemed necessary or appropriate
as a basis for the opinion set forth below.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons,
the authenticity of all documents submitted to me as
certified or photostatic copies and the authenticity of
the originals of such copies. As to any facts material
to the opinion expressed herein which were not
independently established or verified, I have relied upon
oral or written statements and representations of
officers and other representatives of the Company and others.
I am admitted to the Bar in the state of New York and I
do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, I am of the
opinion that the Common Shares and Rights reserved for
issuance upon the exercise of Options have been duly
authorized and that such Common Shares and Rights when
issued and delivered upon exercise of Options or
otherwise in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the
reference to me in Item 5, Interests of Named Experts and
Counsel, of the Registration Statement.
Very truly yours,
/s/ Paul E. Dixon
Paul E. Dixon
Vice President and General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 pertaining to the 1995
Omnibus Stock Incentive Plan of Handy & Harman (the
"Company") of our reports dated February 17 , 1995, with
respect to the consolidated financial statements,
incorporated by reference in its Annual Report (Form 10-
K) for the year ended December 31, 1994, and March 23,
1995 with respect to the financial statement schedule of
the Company, included in such Form 10-K, filed with the
Securities and Exchange Commission. Our report dated
February 17, 1995 refers to a change in acounting for
income taxes in 1993.
New York, New York
December 21, 1995
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
