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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HAWK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1608156
(State of incorporation) (I.R.S. Employer Identification No.)
200 PUBLIC SQUARE, SUITE 30-5000, CLEVELAND, OHIO 44114
(Address of Principal Executive Offices) (Zip Code)
FRICTION PRODUCTS CO. PROFIT SHARING PLAN
S.K. WELLMAN RETIREMENT SAVINGS AND PROFIT SHARING PLAN
HELSEL, INC. EMPLOYEE'S RETIREMENT PLAN
HELSEL, INC. EMPLOYEE'S SAVINGS AND INVESTMENT PLAN
SINTERLOY CORPORATION 401(k) PLAN
HUTCHINSON PRODUCTS CORPORATION EMPLOYEES' 401(k) PLAN
HAWK CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN
(Full Title of the Plans)
Norman C. Harbert Copy to:
Chairman of the Board and Marc C. Krantz, Esq.
Chief Executive Officer Kohrman Jackson & Krantz P.L.L.
Hawk Corporation One Cleveland Center, 20th Floor
200 Public Square, Suite 30-5000 Cleveland, Ohio 44114
Cleveland, Ohio 44114 216/696-8700
216/861-3553
(Name, address, telephone number, including area code of agent for service)
Calculation of Registration Fee
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration fee
share(1) price(1)
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<S> <C> <C> <C> <C>
Class A Common Stock, 500,000(2)(3) $9.75 $4,875,000 $1,355.25
$.01 par value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended.
(2) This Registration Statement also relates to such indeterminate number of
additional shares of Class A Common Stock of the Registrant as may be
issuable as a result of stock splits, stock dividends, recapitalizations,
mergers, reorganizations, combinations or exchanges of shares or other
similar events.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plans described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I with respect to Friction Products Co. Profit Sharing Plan, S.K. Wellman
Retirement Savings and Profit Sharing Plan, Helsel, Inc. Employee's Retirement
Plan, Helsel, Inc. Employee's Savings and Investment Plan, Sinterloy Corporation
401(k) Plan, Hutchinson Products Corporation Employees' 401(k) Plan and Hawk
Corporation 401(k) Savings and Retirement Plan (collectively, the "Plans") are
not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Hawk Corporation, a
Delaware corporation (the "Company"), with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
(b) The Company's Prospectus, dated May 12, 1998 (File No.
333-40535), which was filed with the Commission pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the
"Act").
(c) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1998, June 30, 1998 and September 30,
1998.
(d) The Company's Current Reports on Form 8-K filed on January 27,
1998, June 1, 1998 and June 10, 1998.
(e) The description of the Company's Class A Common Stock
contained in its Registration Statement on Form 8-A dated
January 16, 1998 (File No. 001-13797) filed with the
Commission pursuant to Section 12(b) of the Securities
Exchange Act of 1934 (the "Exchange Act"). (There is no
further amendment or report filed for the purpose of updating
such description.)
(f) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the latest fiscal year
covered by the Annual Report referred to in (a) above; and
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All documents hereafter 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 hereto that indicates all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Certain provisions of the Delaware General Corporation Law, the
Company's Second Amended and Restated Certificate of Incorporation and contracts
provide that in certain cases, officers and directors of the Company will be
indemnified by the Company against certain costs, expenses and liabilities which
such officer or director may incur in his capacity as such. The Company
maintains an insurance policy that provides protection, within the maximum
liability limits of the policy and subject to a deductible amount for each
claim, to the Company under its indemnification obligations and to the directors
and officers of the Company with respect to certain matters that are not covered
by the Company's indemnification obligations. Accordingly, the liability of such
persons may be affected as a result thereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
The Company hereby undertakes that the Company will submit or has
submitted the Plans and any amendments thereto to the Internal Revenue Service
(the "IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plans under Section 401 of the Internal Revenue
Code of 1986, as amended.
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
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(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 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 (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining liability under the
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 Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant to
Section 13(a) or 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 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to any provision or arrangement, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company will, unless in
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Cleveland, State of Ohio, on December 8, 1998.
HAWK CORPORATION
By: /s/ Norman C. Harbert
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Norman C. Harbert, Chairman, Chief
Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ronald E. Weinberg and Byron S.
Krantz his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his 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
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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NAME TITLE DATE
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/s/ Norman C. Harbert Chairman, Chief Executive December 8, 1998
- ------------------------------- Officer and President
Norman C. Harbert
/s/ Ronald E. Weinberg Chairman -- Executive Committee December 8, 1998
- ------------------------------- and Treasurer
Ronald E. Weinberg (Principal Financial Officer)
/s/ Thomas A. Gilbride Vice President-Finance December 8, 1998
- ------------------------------- (Principal Accounting Officer)
Thomas A. Gilbride
/s/ Byron S. Krantz Secretary and Director December 8, 1998
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Byron S. Krantz
/s/ William J. O'Neill, Jr. Director December 8, 1998
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William J. O'Neill, Jr.
/s/ Dan T. Moore, III
- ------------------------------- Director December 8, 1998
Dan T. Moore, III
/s/ Paul R. Bishop Director December 8, 1998
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Paul R. Bishop
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Pursuant to the requirements of the Securities Act of 1933, CG Trust
Company, which administers the Plans, has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Chicago, state of Illinois, on December 3, 1998.
CG TRUST COMPANY
as directed trustee
By: /s/ Kelly Rome
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Name: Kelly Rome
Title: Trust Officer
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EXHIBIT INDEX
4.1 Second Amended and Restated Certificate of Incorporation of the Company
(Incorporated by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 333-40535), as filed with the Commission on April
21, 1998)
4.2 Amended and Restated Bylaws of the Company (Incorporated by reference
to the Company's Registration Statement on Form S-1 (Reg. No.
333-40535), as filed with the Commission on November 19, 1997)
23.1 Consent of Ernst & Young LLP
24.1 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein
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Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Friction Products Co. Profit Sharing Plan,
S.K. Wellman Retirement Savings and Profit Sharing Plan, Helsel, Inc. Employee's
Retirement Plan, Helsel, Inc. Employee's Savings and Investment Plan, Sinterloy
Corporation 401(k) Plan, Hutchinson Products Corporation Employees' 401(k) Plan
and Hawk Corporation 401(k) Savings and Retirement Plan of our report dated
March 20, 1998, with respect to the consolidated financial statements of Hawk
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
December 7, 1998
