<PAGE> 1
================================================================================
- --------------------------------------------------------------------------------
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)
HAWK CORPORATION 1997 STOCK OPTION PLAN
(Full Title of the Plan)
<TABLE>
<S> <C>
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)
</TABLE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
==========================================================================================================================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share(1) price(1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 314,700 shares $17.00 $5,349,900
Common Stock, 2,000 shares $17.94 $35,880
$.01 par value 383,300 shares $13.00 $4,982,900 $3,058.76
==========================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of (i) the actual exercise price
of outstanding options under the Registrant's 1997 Stock Option Plan
(the "Plan") for the purchase of 314,700 shares of Class A Common Stock
at $17.00 per share and 2,000 shares of Class A Common Stock at $17.94
per share, and (ii) the average of the high and low market
price of the Class A Common Stock on August 4, 1998 with respect to
383,300 shares of Class A Common Stock for which options have not yet
been granted pursuant to the Plan.
</FN>
- --------------------------------------------------------------------------------------------------------------------------
==========================================================================================================================
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Hawk Corporation 1997 Stock Option Plan (the
"Plan"), pursuant to Rule 428(b)(1) issued by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act").
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).
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"),
since the end of the latest fiscal year covered by the Annual
Report referred to in (a) above; and
(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 Exchange Act.
(There is no further amendment or report filed for the purpose
of updating such description.)
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.
II-1
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the Class A Common Stock, par
value $0.01 per share, of the Company (the "Common Stock") available for
issuance to those persons who exercise options in accordance with the Plan will
be passed upon for the Company by Kohrman Jackson & Krantz P.L.L., Cleveland,
Ohio ("KJK"). KJK is providing the opinion attached to this Registration
Statement as Exhibit 5.1. Byron S. Krantz, Secretary and a director of the
Company, is a partner in KJK. Mr. Krantz is the beneficial owner of (a) 270,972
shares of Common Stock of which 243,876 shares are held by the Krantz Family
Limited Partnership, an Ohio limited partnership (the "KFLP"), and (b) 152
shares of the Series D Preferred Stock, par value $1,000 per share, of the
Company, of which 119 shares are held by the KFLP. Mr. Krantz is the managing
general partner of the KFLP. Mr. Krantz was granted an option to purchase 5,000
shares of Common Stock at an option price of $17.00 per share under the
Plan. Marc C. Krantz, Assistant Secretary of the Company and a partner in KJK,
is a limited partner in the KFLP.
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.
II-2
<PAGE> 4
ITEM 8. EXHIBITS
4.1 Hawk Corporation 1997 Stock Option Plan(1)
4.2 Second Amended and Restated Certificate of Incorporation of the
Company(2)
5.1 Opinion of Kohrman Jackson & Krantz P.L.L.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion
filed as Exhibit 5.1)
24.1 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(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
- -----------------------
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 333-40535), as filed with the Commission on December 30,
1997.
(2) 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.
II-3
<PAGE> 5
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 the foregoing provisions, 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 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.
(d) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
II-4
<PAGE> 6
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 August 7, 1998.
<TABLE>
<S> <C>
HAWK CORPORATION
By: /s/ Norman C. Harbert
------------------------------------
Norman C. Harbert, Chairman, CEO and
President
</TABLE>
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.
<TABLE>
NAME TITLE DATE
<S> <C> <C>
/s/ Norman C. Harbert Chairman, Chief Executive August 7, 1998
- ------------------------------- Officer and President
Norman C. Harbert
/s/ Ronald E. Weinberg Chairman--Executive Committee and August 7, 1998
- ------------------------------- Treasurer
Ronald E. Weinberg (Principal Financial Officer)
/s/ Thomas A. Gilbride Vice President-Finance August 7, 1998
- ------------------------------- (Principal Accounting Officer)
Thomas A. Gilbride
/s/ Byron S. Krantz Secretary and Director August 7, 1998
- -------------------------------
Byron S. Krantz
/s/ William J. O'Neill, Jr. Director August 7, 1998
- ---------------------------------
William J. O'Neill, Jr.
/s/ Dan T. Moore, III Director August 7, 1998
- ----------------------------------
Dan T. Moore, III
/s/ Paul R. Bishop Director August 7, 1998
- -----------------------------------
Paul R. Bishop
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
4.1 Hawk Corporation 1997 Stock Option Plan(1)
4.2 Second Amended and Restated Certificate of Incorporation of the Company
(2)
5.1 Opinion of Kohrman Jackson & Krantz P.L.L.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion
filed as Exhibit 5.1)
24.1 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein
- --------------------
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 333-40535), as filed with the Commission on December 30,
1997.
(2) 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.
II-6
<PAGE> 1
EXHIBIT 5.1
KOHRMAN JACKSON & KRANTZ P.L.L.
ATTORNEYS AT LAW
20th FLOOR, ONE CLEVELAND CENTER
CLEVELAND, OHIO 44114
-------
216-696-8700
TELECOPIER
216-621-6536
August 5, 1998
Hawk Corporation
200 Public Square
Suite 30-5000
Cleveland, Ohio 44114
RE: REGISTRATION STATEMENT ON FORM S-8 OF HAWK CORPORATION
Gentlemen:
Hawk Corporation, a Delaware corporation (the "Company"), is filing
with the Securities and Exchange Commission a registration statement on Form S-8
(the "Registration Statement"), under the Securities Act of 1933, as amended
(the "Act"). The Registration Statement relates to the offering and sale by the
Company of up to 700,000 shares (the "Shares") of the Company's Class A common
stock, par value $0.01 per share (the "Common Stock"), pursuant to stock options
("Options") granted or to be granted under the Hawk Corporation 1997 Stock
Option Plan (the "1997 Plan"). We have acted as counsel to the Company in
connection with the preparation and filing of the Registration Statement.
Capitalized terms used in this opinion letter and not otherwise defined have the
meanings attributed to them in the Registration Statement.
In connection with this opinion letter, we have examined and relied
upon the original or a copy, certified to our satisfaction, of (i) the Second
Amended and Restated Certificate of Incorporation and the Amended and Restated
By-laws of the Company; (ii) resolutions of the Board of Directors of the
Company authorizing the 1997 Plan and related matters; (iii) minutes of the
annual meeting of stockholders of the Company approving the 1997 Plan; (iv) the
1997 Plan; and (v) such other documents and instruments as we have deemed
necessary for providing this opinion letter.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
We have made such investigations of law as we deem appropriate as a basis for
rendering the opinions expressed below, and as to various questions of fact
material to the opinions, we have relied, to the extent we deem appropriate,
upon representations or
<PAGE> 2
KOHRMAN JACKSON & KRANTZ P.L.L.
Hawk Corporation
Page 2
August 5, 1998
certificates of officers or directors of the Company and upon documents, records
and instruments furnished to us by the Company, without independently verifying
the accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that (i)
the Company presently has at least 700,000 authorized and unissued shares of
Common Stock from which the 700,000 Shares proposed to be sold pursuant to the
exercise of Options granted under the 1997 Plan may be issued, and (ii) assuming
(a) the Company maintains an adequate number of authorized but unissued Shares
and treasury Shares available for issuance to those persons who exercise Options
granted in accordance with the 1997 Plan and (b) the Shares are duly delivered
against payment therefor in accordance with the terms of the 1997 Plan, the
Shares issued pursuant to the exercise of Options granted in accordance with the
1997 Plan will be validly issued, fully paid and non-assessable.
We express no opinion other than as to the Federal law of the United
States and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
thereunder.
KOHRMAN JACKSON & KRANTZ P.L.L.
/s/ Kohrman Jackson & Krantz P.L.L.
<PAGE> 1
Exhibit 23.1
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-XXXXX) pertaining to the Hawk Corporation 1997 Stock Option 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
August 6, 1998
