8-A12B 1 l96814ae8va12b.txt HAWK CORPORATION & CO-REGISTRANTS 8-A12B SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HAWK CORPORATION (Exact name of Registrant as Specified in Its Charter) DELAWARE 34-1608156 (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 200 PUBLIC SQUARE, SUITE 30-5000 CLEVELAND, OHIO 44114 (Address of Principal Executive Offices) (Zip Code) SEE TABLE OF ADDITIONAL REGISTRANTS If this form relates to the If this form relates to the registration of a class of registration of a class of securities securities pursuant to pursuant to Section 12(g) of the Section 12(b) of the Exchange Act Exchange Act and is effective pursuant and is effective pursuant to to General Instruction A.(d), check the General Instruction A.(c), check following box. [ ] the following box. [X] Securities Act registration statement file number to which this form relates: 333-90556 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ 12% SENIOR NOTES DUE 2006 NEW YORK STOCK EXCHANGE Securities to be registered pursuant to Section 12(g) of the Act: NONE TABLE OF ADDITIONAL REGISTRANTS The address of the principal executive offices of each of the additional Registrants listed below, and the name and address of the agent for service therefor, is the same as is set forth for Hawk Corporation on the facing page of this Registration Statement. STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER EXACT NAME OF ADDITIONAL REGISTRANT INCORPORATION OR IDENTIFICATION AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER --------------------------- ------------ ------ Allegheny Clearfield, Inc. Pennsylvania 25-1408704 Friction Products Co. Ohio 34-1608009 Hawk MIM, Inc. Ohio 34-1940518 Hawk Motors, Inc. Delaware 31-1815526 Hawk Precision Components Group, Inc. Ohio 30-0018123 Helsel, Inc. Delaware 35-1957561 Logan Metal Stampings, Inc. Ohio 34-1608159 Net Shape Technologies LLC Delaware 34-1899581 Quarter Master Industries, Inc. Delaware 36-4323703 S.K. Wellman Corp. Delaware 34-1804995 S.K. Wellman Holdings, Inc. Delaware 34-1805476 Sinterloy Corporation Delaware 31-1549254 Tex Racing Enterprises, Inc. Delaware 56-1323370 ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED. A description of the 12% Senior Notes due 2006 of the Registrants is set forth under the captions "The Exchange Offer," "The Consent Solicitation," "Description of the New Notes" and "Material U.S. Federal Income Tax Consequences" in the Registration Statement (the "Registration Statement") on Form S-4 (Registration Number 333-90556), as filed with the Securities and Exchange Commission (the "Commission") on September 12, 2002 as amended by Amendment No. 1 to the Registration Statement filed with the Commission on August 1, 2002, Amendment No. 2 to the Registration Statement filed with the Commission on September 12, 2002, Post-Effective Amendment No. 1 to the Registration Statement filed with the Commission on October 4, 2002, including the section captioned "Revisions to the Terms of the New Notes," and Post-Effective Amendment No. 2 to the Registration Statement filed with the Commission on October 10, 2002, and is incorporated herein by reference. ITEM 2. EXHIBITS. 1. Form of the 12% Senior Notes due 2006 including the Guarantees (incorporated herein by reference to Amendment No. 2 to the Registration Statement on Form S-4 (Registration Number 333-90556), as filed with the Commission on October 10, 2002). 2. Form of Indenture between the Registrants and HSBC Bank USA, as trustee, relating to the 12% Senior Notes due 2006 (incorporated herein by reference to Amendment No. 2 to the Registration Statement on Form S-4 (Registration Number 333-90556), as filed with the Commission on October 10, 2002). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized. HAWK CORPORATION ALLEGHENY CLEARFIELD, INC. FRICTION PRODUCTS CO. HAWK MIM, INC. HAWK MOTORS, INC. HAWK PRECISION COMPONENTS GROUP, INC. HELSEL, INC. LOGAN METAL STAMPINGS, INC. NET SHAPE TECHNOLOGIES LLC QUARTER MASTER INDUSTRIES, INC. S.K. WELLMAN CORP. S.K. WELLMAN HOLDINGS, INC. SINTERLOY CORPORATION TEX RACING ENTERPRISES, INC. Date: October 17, 2002 By: /s/ Ronald E. Weinberg -------------------------------------------------- Ronald E. Weinberg, Chairman of the Board and Chief Executive Officer on behalf of each of the above-named Registrants EXHIBIT INDEX Exhibit Description ------------------------ ------------------------------------------------------ 1 Form of the 12% Senior Notes due 2006 including the Guarantees (incorporated herein by reference to Amendment No. 2 to the Registration Statement on Form S-4 (Registration Number 333-90556), as filed with the Commission on October 10, 2002) 2 Form of Indenture between the Registrants and HSBC Bank USA, as trustee, relating to the 12% Senior Notes due 2006 (incorporated herein by reference to Amendment No. 2 to the Registration Statement on Form S-4 (Registration Number 333-90556), as filed with the Commission on October 10, 2002)