8-K 1 l85750ae8-k.txt HAWK CORPORATION FORM 8-K 1 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 13, 2000 (Date of earliest event reported) Hawk Corporation (Exact Name or Registrant as specified in its charter) Delaware 001-13797 34-1608156 -------- --------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 200 Public Square, Suite 30-5000, Cleveland, Ohio 44114 ------------------------------------------------------- (Address of Principle Executive Offices) (Zip Code) (216) 861-3553 (Registrant's telephone number, including area code) 2 Item 5. Other Events On November 13, 2000, Hawk Corporation ("Hawk") entered into a First Amendment to Rights Agreement (the "Amendment") which amended the Rights Agreement dated, as of January 16, 1998, between Hawk and Continental Stock Transfer & Trust Company ("Continental"), as Rights Agent ("Rights Agreement"). Pursuant to the Amendment, effective December 13, 2000, Hawk replaced Continental as the Rights Agent under the Rights Agreement and appointed National City Bank of Cleveland, Ohio as the successor Rights Agent under the Rights Agreement. The Amendment is attached to this Form 8-K as Exhibit 4.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) EXHIBIT 4.1 First Amendment to Rights Agreement, dated November 13, 2000, by and between Hawk Corporation and National City Bank, as successor Rights Agent. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 21, 2000 HAWK CORPORATION By: /s/ Thomas A. Gilbride ------------------------- Thomas A. Gilbride Vice President - Finance 2 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 First Amendment to Rights Agreement, dated November 13, 2000, by and between Hawk Corporation and National City Bank, as successor Rights Agent. 3