<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 2000 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
<TABLE>
<CAPTION>
<S> <C>
Norman C. Harbert Copy to:
Ronald E. Weinberg Marc C. Krantz, Esq.
Co-Chairmen and Co-CEOs Kohrman Jackson & Krantz P.L.L.
Hawk Corporation 1375 E. Ninth Street, 20th Floor
200 Public Square One Cleveland Center
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 Common 44,000 shares $6.8125 $ 299,750 $1,291.42
Stock, $.01 par 656,000 shares $7.00 $4,592,000
value
Plan Interest Indeterminate (2)
======================================================================================================================
</TABLE>
(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 2000 Long Term Incentive
Plan (the "Plan") for the purchase of 44,000 shares of Class A Common
Stock at $6.8125 per share, and (ii) the average of the high and low
market price for the Class A Common Stock on September 29, 2000 with
respect to 656,000 shares of Class A Common Stock for which options
have not yet been granted.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement covers an indeterminate amount of plan
interests to be offered or sold pursuant to the Plan.
================================================================================
<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 2000 LONG TERM INCENTIVE 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, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 2000 and June 30, 2000.
(c) 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(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). (No
further amendment or report has been filed to update 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
II-1
<PAGE> 3
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") that is available for
issuance to those persons who exercise options or other rights 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)
273,972 shares of Common Stock of which 243,876 shares are held by the Krantz
Family Limited Partnership (the "KFLP"), and (b) 152 shares of 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. As
a director of the Company, Mr. Krantz is eligible to receive options and other
rights under the Plan. Marc C. Krantz, Assistant Secretary of the Company and a
partner in KJK, is the son of Byron Krantz and a limited partner in the KFLP.
Marc Krantz is also the trustee of trusts for his children that hold 2,000
shares of Common Stock.
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 that
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
4.1 Hawk Corporation 2000 Long Term Incentive Plan(1)
4.2 Hawk Corporation Second Amended and Restated Certificate of
Incorporation(2)
5.1 Opinion of Kohrman Jackson & Krantz P.L.L.
--------
(1)Incorporated by reference to the Company's Proxy Statement on
Schedule 14A, as filed with the Commission on March 30, 2000.
(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-2
<PAGE> 4
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 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
II-3
<PAGE> 5
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 September 29, 2000.
HAWK CORPORATION
By: /s/ Norman C. Harbert
------------------------------------------
Norman C. Harbert, Co-Chairman and Co-CEO
By: /s/ Ronald E. Weinberg
-----------------------------------------
Ronald E. Weinberg, Co-Chairman and Co-CEO
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ronald E. Weinberg or Byron S.
Krantz his true and lawful attorney-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>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Norman C. Harbert Co-Chairman and Co-Chief Executive September 29, 2000
--------------------------------------- Officer
Norman C. Harbert
/s/ Ronald E. Weinberg Co-Chairman, Co-Chief Executive September 29, 2000
--------------------------------------- Officer and Treasurer
Ronald E. Weinberg (Principal Financial Officer)
/s/ Thomas A. Gilbride Vice President-Finance September 29, 2000
--------------------------------------- (Principal Accounting Officer)
Thomas A. Gilbride
/s/ Byron S. Krantz Secretary and Director September 29, 2000
---------------------------------------
Byron S. Krantz
/s/ Paul R. Bishop Director September 29, 2000
---------------------------------------
Paul R. Bishop
/s/ Jack Kemp Director September 29, 2000
---------------------------------------
Jack Kemp
/s/ Dan T. Moore, III Director September 29, 2000
---------------------------------------
Dan T. Moore, III
/s/ William J. O'Neill Director September 29, 2000
---------------------------------------
William J. O'Neill
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
4.1 Hawk Corporation 2000 Long Term Incentive Plan(1)
4.2 Hawk Corporation Second Amended and Restated Certificate of
Incorporation(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 Proxy Statement on
Schedule 14A, as filed with the Commission on March 30, 2000.
(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
